IN THE NATIONAL COMPANY LAW TRIBUNAL

COURT V, NEW DELHI

DIVISION BENCH

COMPANY PETITION NO. (CAA) – 79 (ND)/2022

CONNECTED WITH

COMPANY APPLICATION NO. 54 (ND)/2021

Under Section 230-232 and other applicable provisions of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations)

Rules, 2016)

IN THE MATTER OF:

ASTHLUXMI MERCANTILE PRIVATE LIMITED ...NON-PETITIONER /TRANSFEROR COMPANY

WITH

GREEN WOODCRAFTS PRIVATE LIMITED ...PETITIONER/ TRANSFEREE COMPANY

Order Delivered On: 18.12.2025

CORAM:

SHRI MAHENDRA KHANDELWAL MS. ANU JAGMOHAN SINGH HON’BLE MEMBER (JUDICIAL) HON’BLE MEMBER (TECHNICAL)

PRESENT:

For the Applicant : Mr. Ishwar Mohapatra, Mr. Animesh Pandey, aDvs.

a/w Mr. Prabhakar Kumar, CS

For the RD : Mr. Chaitanya, Assistant Director, O/o Regional

Director

ORDER

1. The present Joint Petition is filed by the Petitioner Companies herein M/s Asthluxmi Mercantile Private Limited (Transferor Company /Non -Petitioner No.1), with M/s Green Woodcrafts Private Limited (Transferee Company /Petitioner ) under Section 230-232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and the National Company Law Tribunal Rules, 2016, for the purpose of the Sanction of the proposed Scheme of Amalgamation of M/s Asthluxmi Mercantile Private Limited(Transferor Company /Non-Petitioner) with M/s Green Woodcrafts Private Limited (Transferee Company /Petitioner ). The copy of the Scheme of Amalgamation (hereinafter referred to as the “Scheme”) has been placed on record.

1. The Transferor Company, i.e. M/s Asthluxmi Mercantile Private Limited, is a private limited company incorporated on 24.07.2008 under the provisions of the Companies Act, 1956 vide CIN: U51109WB2008PTC127829, having its registered office situated at Room No-206B 6, Brabourne Road, Kolkata, West Bengal-700001. Thus, the registered office of the Transferor Company does not fall under the jurisdiction of this Tribunal. The Kolkata Bench in the application bearing CP(CAA) No. 96/KB/2022 vide order dated 13.08.2024 approved the proposed scheme.

2. The Transferee Company/ Petitioner Company, i.e. M/s Green Woodcrafts Private Limited, is a private limited company incorporated on 02.11.1994 under the provisions of the Companies Act, 1956 vide CIN: U51100DL1994PTC062508, having its registered office at K 117, 2nd Floor, Kirti Nagar, New Delhi-110015. Thus, the registered office of the Transferee Company is under the jurisdiction of this Tribunal. The Authorized Share Capital, Issued, subscribed and paid-up share capital of the Company is mentioned at Page No.14 & 15 of the Petition.

3. The Petitioner Companies submit that the rationale behind the proposed scheme of amalgamation of the Transferor Company and Transferee Company is as follows: -

a. Enable the Transferee Company to consolidate its business operations and provide significant impetus to the growth of the Transferee Company.

b. Result in reduction in overheads, administrative, managerial and other expenditure and will enhance operational efficiency and optional utilization of various resources.

c. Be conducive to better and more efficient and economical control and conduct of the business.

d. Enable elimination of Duplication of administrative functions and the multiple records keeping resulting in reduced expenditure;

e. Result in significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by the Transferor and Transferee Companies;

4. The First Motion application was filed by the Transferee Company before this Tribunal vide CA(CAA)54/ND/2021. Vide order dated 07.06.2022, this Tribunal allowed the First Motion Application wherein this Tribunal has dispensed with the requirement of convening meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors of the Transferee Company.

5. The Tribunal directed the petitioner company to issue individual notices to the (i) Regional Director, Northern Region of Min