ALLAHABAD BENCH, PRAYAGRAJ

________________________________________________________________ (An Application filed under Sections 230-232 of the Companies Act, 2013, read with Companies (Compromises, Arrangements, and Amalgamations) Rules,

2016, and other applicable provisions)

IN THE MATTER OF SCHEME OF AMALGAMATION BETWEEN

BINDHYWASNI GLASSWARE LIMITED

Having its Registered Office: 63/2 The Mall City Centre

4th Floor Kanpur, UP 208001

……. Transferor Company/ Petitioner No.1

AND

KADAMBINI MERCANTILE LIMITED Having its Registered Office: 63/2 The Mall

4th Floor City Centre Kanpur, UP 208001

……. Transferor Company/ Petitioner No.2

AND

QUICK ELCTRONICS AND ENGINEERING COMPANY LIMITED

Having its Registered Office: 63/2 The Mall

4th Floor City Centre Kanpur, UP 208001

……. Transferor Company/ Petitioner No.3

AND

PRABHA MERCANTILE COMPANY LIMITED Having its Registered Office: Somani Bhawan 51/27 Nayaganj Kanpur Uttar Pradesh 208001 ……. Transferor Company/ Petitioner No. 4 AND SAURABH INDUSTRIAL FINANCING LIMITED Having its Registered Office: 63/2 City Centre the Mall

4th Floor Kanpur, UP 208001 ……. Transferor Company/ Petitioner No.5 WITH NARAIN PROPERTIES LIMITED Having its Registered Office: 63/2 The Mall

4th Floor City Centre Kanpur, UP 208001 ……. Transferee Company/ Petitioner No.6 Order Pronounced On: 11.11.2025 CORAM:

Shri Praveen Gupta : Member (Judicial)

Shri Ashish Verma : Member (Technical)

Appearances:

Sh. Ankit Misra, PCS : For the Petitioner Companies Sh. Niraj Kumar, Adv.

Sh. Amit Mahajan, Sr. S.C. : For the Income Tax Deptt.

Sh. Mohd. Akhtar, STA : For the O.L., Alld.

ORDER

1. This is a joint Second Motion company petition filed for merger of the Petitioner Companies namely, BINDHYWASNI GLASSWARE LIMITED (Transferor Company/ Petitioner No.1) and KADAMBINI MERCANTILE LIMITED (Transferor Company/ Petitioner No.2) and QUICK ELCTRONICS AND ENGINEERING COMPANY LIMITED (Transferor Company/ Petitioner No.3) and PRABHA MERCANTILE COMPANY LIMITED (Transferor Company/ Petitioner No.4) and SAURABH INDUSTRIAL FINANCING LIMITED (Transferor Company/ Petitioner No.5) with NARAIN PROPERTIES LIMITED (Transferee Company/ Petitioner No.6) in terms of Section 230 to 232 of the Companies Act, 2013 read with Rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“Rules”).

2. The main objects, date of incorporation, and authorized and paid-up share capital of the Petitioner Companies, rationale of the scheme and required statutory compliances have been discussed in the first motion order dated

02.07.2024.

3. The first motion petition was initially filed by the Petitioner Companies vide CA (CAA) 06/ALD/2024, seeking dispensation of the requirement of convening meetings of the Equity Shareholders and Unsecured Creditors of the Petitioner Companies and based on such application moved under Sections 230-232 of the Companies Act, 2013, (for brevity, the ‘Act’), necessary directions were issued in the order dated 2nd July, 2024. In the said order, the requirement of convening the meetings of Equity Shareholders and Unsecured Creditors of the Transferor Companies and Transferee Company was directed to be dispensed with. The Petitioner Companies do not have any Secured Creditors.

4. Accordingly, this Tribunal vide its order dated 02.07.2024 dispensed with the requirement of convening of all the meetings of Equity Shareholders and Unsecured Creditors of the Transferor Companies and Transferee Company keeping in view the documents available on record showing that all the equity shareholders, secured creditors and unsecured creditors towards whom the requisite percentage of amount was outstanding, have consented to the proposed Scheme of Amalgamation by way of affidavits. As regards the Secured Creditors, there was no secured creditor for Transferor Companies as well as Transferee company, and hence no meeting of secured creditor was required.

5. This Tribunal vide its order dated 08.08.2024 directed to issue notice of the Company Application/Scheme of A