NATIONAL COMPANY LAW TRIBUNAL

MUMBAI BENCH

COURT – IV

Item No.: 8

COMP.APPL/ 300(MB)2025

IN

C.A.(CAA)/243(MB)2021

CORAM:

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

ORDER SHEET OF THE HEARING (HYBRID) HELD ON 04.12.2025

NAME OF THE PARTIES: MOTION MAKERS ANIMATION STUDIO

PRIVATELIMITED

For Applicant : Adv. Ranit Basu a/w Adv. Maitri Malde, Adv. Dua Shaikh, Adv.

Harshada Nirmal.

Section 230(I) of the Companies Act r/w Rule 11 of the NCLT Rules

O R D E R

Comp. Appl. 300/2025

1. The present Company Application is filed in connection with CA (CAA) No.243/(MB)/2021, whereby a Scheme of Amalgamation and Arrangement is proposed between Motion Makers Animation Studio Private Limited (Transferor Company) and Raj Arcades Homes Private Limited (Transferee

Company).

2. By an Order dated 20.10.2022, this Tribunal allowed CA (CAA) No. 243/(MB)/2021 and issued directions for service of notices upon statutory authorities, creditors, and stakeholders, and further directed the Transferee Company to obtain consent of its sole secured creditor before filing of the Second Motion Petition. It is submitted that the Second Motion Petition could

not be filed within time as the sole secured creditor of the Transferee Company refused to grant its consent to the Scheme of Amalgamation and Arrangement. Subsequently, the Applicants repaid the secured creditor’s loan and obtained a no-dues certificate. However, the repayment and closure of the loan account took considerable time.

3. It is further submitted that, owing to the aforesaid delay, the originally fixed appointed date of 01.04.2021 has become impractical and unworkable. The audited accounts for subsequent financial years have already been drawn independently, and retrospective operation of the Scheme from 01.04.2021 would cause undue hardship, accounting complications, and tax / regulatory difficulties.

4. In the circumstances, the Applicants have filed the present Application seeking leave to amend the appointed date in the Scheme from 01.04.2021 to

01.04.2025 and for consequential reliefs.

5. It is observed that the Applicants, by way of an additional affidavit dated 04.11.2025, placed on record the documents reflecting the current shareholding pattern of the Transferrer and Transferee Companies, along with the updated list of their respective secured and unsecured creditors.

6. It is submitted that neither the Transferrer nor the Transferee Company has secured creditors. However, there are two unsecured creditors in the Transferrer Company and 33 unsecured creditors in the Transferee Company. It is observed that this Tribunal in CA (CAA) No. 243/(MB)/2021 dispensed the holding of meeting of the unsecured creditors but ordered the issuance of individual notices to the said unsecured creditors enclosing therewith a copy of the Scheme by Registered Post-AD/Speed Post and email and to file an affidavit to that effect.

7. Since there are changes in the list of unsecured creditors, a fresh notice shall be issued to the unsecured creditors, and the Applicant company shall file an affidavit to that effect.

8. With the above direction:

(a) We allow the Application to amend the appointed date in the Scheme of Amalgamation and Arrangements from 01.04.2021 to 01.04.2025 (b) Permit the applicants to carry out all consequential amendments, modifications, corrections, and changes in all connected documents so as to bring the same in conformity with the amended appointment date- 01.04.2025.

and (c) Condone the delay in filing the Second Motion Petition.

9. The Applicant companies are to serve the amended copy of the Scheme, complete with enclosures to:

i. Central Government through the office of the Regional Director, (Western Region), Mumbai; (Email: rdwest@mca.gov.in);

ii. Jurisdictional Registrar of Companies;

iii. Jurisdictional Income Tax Authority within whose jurisdiction the respective Applicant Company’s assessment are made; and also the Nodal Authority in the Income-tax Departme