In the matter of

Sections 230 to 232 of the Companies Act, 2013

and

In the matter of

Scheme of Amalgamation of

Leisure & Allied Industries India Pvt. Limited …Transferor Company/ [CIN: U72100MH1997PTC372262] Petitioner Company-1

with

Timezone Entertainment Pvt.Limited …Transferee Company/ [CIN: U92199MH2003PTC142597] Petitioner Company-2

Pronounced: 18.12.2025

CORAM:

SHRI ANIL RAJ CHELLAN SHRI K. R. SAJI KUMAR

HON’BLE MEMBER (TECHNICAL) HON’BLE MEMBER (JUDICIAL)

Appearances : Hybrid

For the Applicants : Mr. Ashish O. Lalpuria, PCS a/w

Mr. Kamal Lahoty, PCS.

For the Regional Director : Mr. Tushar Wagh, Authorised

Representative of the Regional Director-

WR, MCA. O R D E R

1. The sanction of this Tribunal is sought under Sections 230 to 232 of the Companies

Act, 2013, to the Scheme of Amalgamation of Leisure & Allied Industries India Private Limited (Transferor Company) with Timezone Entertainment Private Limited

(Transferee Company) and their respective shareholders (Scheme).

2. Heard the Ld. PCS appeared for the Applicant Companies and the Representative

of the Regional Director (WR), Ministry of Corporate Affairs, Mumbai. Neither any objector has come before this Tribunal to oppose the Scheme nor has any party

controverted any averments made in the Application.

_____________________________________________________________________________________________ 3. The Ld. PCS for the Applicant Companies submitted that the proposed Scheme of Amalgamation was approved by the Board of Directors of the respective Applicant Companies vide board resolutions dated 22.08.2024.

4. The Ld. PCS further submitted that the joint Company Application has been filed in consonance with the order dated 03.03.2025, passed by this Tribunal in the connected Company Scheme Application bearing No.: C.A.(CAA)/39/MB/2025.

5. The meetings of the Equity Shareholders, Secured and Unsecured Creditors of the Applicant Companies were dispensed with vide order dated 03.03.2025 in C.A.(CAA)/39/MB/2025 of this Tribunal.

6. The Ld. PCS submitted that the Applicant Companies have complied with all requirements as per directions of this Tribunal, and they have filed necessary Affidavits of compliance with this Tribunal. Moreover, the Applicant Companies undertake to comply with all statutory requirements, if any, as may be required under the Companies Act, 2013, and the Rules made thereunder.

7. Business of the Applicant Companies The Ld. PCS for the Applicant Companies submitted that the Transferor Company was incorporated on 28.07.1997 with the object of carrying out business of operating interactive software machines, skill games, computer games, and other attractions, and the Transferee Company was incorporated on 09.10.2003 with the object of carrying out business of establishing, running or managing a chain of family entertainment, recreation and leisure centres, amusement parks and complexes offering a variety of entertainment facilities.

The Ld. PCS further submitted that the Transferor Company is a wholly owned subsidiary of the Transferee Company.

8. Rationale The Ld. PCS submitted that the rationale for the Scheme of Amalgamation are -

_____________________________________________________________________________________________

i. Leisure & Allied Industries India Private Limited is a wholly owned Subsidiary of Timezone Entertainment Private Limited. Both Companies are closely held and are owned, managed and controlled by management of Timezone Entertainment Private Limited, the Transferee Company.

ii. The Transferor Company and the Transferee company are in the similar line of business of operating interactive software machines, skill games, computer games and other attractions such as family entertainment and leisure centers. However, the business of the Transferor Company has not picked up and therefore management of the Transferee Company has decided to merge the Transferor Company with Transferee Company instead of maintaining and operating two separate entities.

iii. With a view to main