DIVISION BENCH S-10

COURT - I

NATIONAL COMPANY LAW TRIBUNAL

KOLKATA BENCH

KOLKATA

CP/295(KB)2017

IA(COMPANIES.ACT)/275(KB)2025

CORAM: 1. HON’BLE MEMBER(J), SMT. BIDISHA BANERJEE

2. HON’BLE MEMBER(T), CMDE SIDDHARTH MISHRA

ORDER SHEET OF THE HEARING ON 18^TH DECEMBER 2025

ARVINDPARASRAMKA&ORS.

IN THE MATTER OF VS

CALCUTTAINVESTMENTCO.LTD

SEC.58(3)

UNDER SECTION

SEC.59

Appearance(viavideoconferencing/physically)

Ms.NiharikaAhluwalia,Adv. ] For thePetitioners

Mr.MainakBose,Sr.Adv. ]FortheRespondents

Mr.AseemChaturvedi,Adv. ] Mr.NikhilJhunjhunwala,Adv. ] Ms.SaakshiAgarwal,Adv. ]

OR D ER

1. IA(COMPANIES.ACT)/275(KB)2025:

a. This applicationhas beenfiledbythePetitioner toseekthefollowingreliefs:

“a) To take on record the Settlement Agreement dated 04th December, 2025 entered into between the Petitioners, the Respondent No.1, along with other

parties,acopywhereofis annexedas AnnexureBhereto;

b) To pass a consent order recording the terms set out in paragraphs 3 and 4 above;injointlyagreedform,infurtheranceoftheSettlementAgreementdated

04.12.2025;

c) To record and dispose of C.P. 295/KB/2017 along with all pending applicationsassettledbywayofthisjointapplication,intermsoftheSettlment

Agreementdated04.12.2025;

d) To pass such further or other orders as this Hon’ble Tribunal may deem fit

andproper inthefacts andcircumstances ofthecase.”

1. Ajointapplication,beingI.A.No.275of2025hasbeenfiledbythePetitionersandthe

RespondentNo.1

2. The present Company Petition was filed by the Petitioners under Section 58 & 59 of theCompaniesAct,2013,beingaggrievedbytherefusalofRespondentNo.1company to register the transfer of shares in their name. The Respondent No.2-5 are Proforma Respondents beingthetransferor of theshares toPetitioners.

3. Ld. Sr. Adv. Mainak Bose and Ld. Counsel Ms. Niharika Ahluwalia appearing for the parties today would submit in unison that the parties have amicably resolved all their disputes,includingthosearisingoutofandinconnectionwiththesubjectmatterofthe present Company Petition, and have entered into a Settlement Agreement dated 04 December,2025,acopywhereofhas beenfiledwiththeApplication.

4. Thesettlementterms wherebydisputes resolvedareas under:

(i) Respondent No.1, the Calcutta Investment Company Limited, agrees, admits and acknowledges that the Petitioners are the rightful holder of 4,000 (Four Thousand) equity shares of Respondent No.1 (the “AP Group Shares”), whose details areprovidedintheApplication.

(ii) Respondent No. 1 shall take all steps necessary, in accordance with applicable law, to enable the dematerialisation and credit of the aforementioned into the respective depository participant account(s) of the Petitioners and to record the PetitionersasshareholdersofRespondentNo.1forthesolepurposeofeffecting the dematerialisation and transfer arrangements as recorded in the Settlement Agreementdated04December 2025.

(iii) For the purpose of enabling such dematerialisation, Respondent No. 1 shall, issue appropriate letters of confirmation and/or such corporate confirmations, asmayberequiredunderapplicablelawanddepositoryrequirementsinrespect oftheAP GroupShares.

(iv) Respondent No. 1 shall, upon written request of the Petitioners, issue duplicate share certificates and/or provide such confirmations or take such procedural steps as may be required to facilitate dematerialisation of the aforementioned Shares inaccordancewithdepositoryrequirements.

(v) The Petitioners shall upon dematerialisation of the aforementioned Shares and subject to receipt by the Petitioners to the present Company Petition and one Mr Keshav Parasramka (as agreed between the Parties under the Settlement Agreement)oftheagreedconsiderationaggregatingto ₹49,99,80,000/-(Indian Rupees Forty Nine Crores Ninety Nine Lakh Eighty Thousand Only) from the Acquirer, namely Shri Ashtavinayak Food Paradise Private Limited, in PetitionersshalltransfertheAPGroupSharestotheAcquirerontheSettlement together with all rights, title and interest therein. It is expressly clarified that in theabsenceofreceipto