[Under Section 441 Read with Section 96 and

Section 99 of the Companies Act, 2013]

In the matter of

Voima Cranes & Components Private Limited Registered office: National Realty Private Limited, Level 3, Survey No. 75/2/3, Baner, Pune -411045.

… Applicant No. 1

Mr. Yogesh Godse,

S/O Shivnath Madhav Godse,

Resident of flat no. 303, B3 Building, the Crest Society, Shiva Sai Road, Pimple Saudagar, Near

Lotus Hospital, Sangavi, Pune – 411 027.

… Applicant No. 2

Mr. Marko Tulokas,

S/O Olli Kalevi Tulokas,

Resident OF Luuvantie 24C11, 02620, Espoo,

Finland.

… Applicant No. 3

Versus

THE REGISTRAR OF COMPANIES,

Pune, Maharashtra

Registered office: Green Building, PCNTDA Park,

1^st and 2^nd, Akurdi, Pune - 411 044

…Respondent

Pronounced: 18.12.2025

CORAM:

SHRI ANIL RAJ CHELLAN SHRI K. R. SAJI KUMAR HON’BLE MEMBER (TECHNICAL) HON’BLE MEMBER (JUDICIAL)

Hearing : Hybrid Appearances:

For the Applicant : Adv. Ahsan Allana i/b JSA For the Respondent : Mr. Parvez Naikwadi for ROC Pune

ORDER

1. This Compounding Application is filed by the Applicants under Section 441 of the Companies Act, 2013 (Act) for compounding of the offence committed under Section 99 of the Act. The Applicant No.1 Company had not held its Annual General Meeting for the Financial Years ended 31.03.2022 and 31.03.2023 within the time stipulated as per the provisions of Section 96 of the Act, thereby committing an offence punishable under Section 99 of the Act.

2. The Applicant No.1 Company was incorporated on 06.01.2017 vide (CIN:

U29309PN20l7PTC167848) as a private limited company within the jurisdiction of the Registrar of Companies, Maharashtra, Pune. The Authorised share capital of the Applicant No.1 Company is Rs. 14,00,00,000/- comprising 1,40,00,000/- equity shares of Rs. 10/-. The present paid-up share capital of the Company is Rs. 50,00,000/- comprising of 5,00,000/- equity shares of Rs.10/- each fully paid up. The Company was incorporated to undertake the business as a manufacturer and assembler, fabricator, etc.

3. The Applicant Nos.2 and 3 were the directors of the Applicant No.1 Company during the Financial Year ended 31.03.20222 and 31.03.2023.

4. It is stated that the Board of Directors of the holding company of the Company, Konecranes and Demag Private Limited ("Konecranes") was discussing a proposed merger of Applicant No.1 Company with Konecranes since 2018. After discussions, the Board of Directors of Konecranes unanimously decided to merge Applicant No.1 Company into Konecranes. Accordingly, the Company and Konecranes entered into a composite Scheme of Amalgamation for the transfer and vesting of the entire undertaking and business pursuant to the provisions of Section 233 of the Act read with Rule 25 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (CCAA Rules).

5. Considering that the proposed merger was between a holding company and its wholly owned subsidiary company, it was decided to follow the fast-track scheme that is contemplated under Section 233 of the Act, read with Rule 25 of the CCAA Rules. Accordingly, the former company secretary was authorised to take necessary steps for filing and completing the merger process.

6. On 18.05.2022, the Company Secretary shared a copy of the purported order dated 12.05.2022, passed by the Ld. Regional Director, Western Region (Mumbai) (Purported Merger Order). Upon receipt of the Purported Merger Order, the Applicants and Konecranes were under the bona fide impression that the Scheme would be approved, with the appointed date set for 01.04.2021. Considering the above merger, there was no requirement for the Company to prepare separate accounts or hold an Annual General Meeting for the Financial Years ended 31.03.2022 and/or 31.03.2023. Subsequently, the Board of Directors of the Company was informed by Konecranes, based on a fact-finding investigation conducted through an external investigating agency in relation to the Purported Merger Order and the merger process, that the merger process is neither completed nor