IN THE NATIONAL COMPANY LAW TRIBUNAL AMARAVATI BENCH (Through Hybrid Mode)

Item No.2 CP (CAA)/1/230/AMR/2026 connected with CA (CAA) No.4/230/AMR/2022 IN THE MATTER OF:

SHRI GIRIJA SMELTERS LIMITED …………… Petitioner-1/ Transferor Company-4/ Transferor Company-10/ Transferee Company-2 VAMSI AGROTECH PRIVATE LIMITED …… Petitioner-2/ Transferor Company-5/ Transferor Company-11 CHINTALAPATI AGRO-TECH PRIVATE LIMITED …………… Petitioner-3/ Transferor Company-14 PERICHERLA AGRO-TECH PRIVATE LIMITED ………… Petitioner-4/ Transferor Company-16 P.V. RAMANI AGROTECH PRIVATE LIMITED …… Petitioner-5/ Transferor Company-17/

Transferee Company-1 GIRIJA AGRO-TECH PRIVATE LIMITED …………………… Petitioner-6/ Transferee Company-5 Under Section: 230 and 232 and other applicable Provisions of the Companies Act, 2013 Rule: The Companies (Compromises, Arrangements and Amalgamations)

Rules, 2016 Order delivered on 26.02.2026 CORAM:

SHRI UMESH KUMAR SHUKLA SHRI KISHORE VEMULAPALLI HON’BLE MEMBER (TECHNICAL) HON’BLE MEMBER (JUDICIAL)

PRESENT:

For the Petitioners : Mr. Ganga Anil Kumar, PCS along with Ms. Lavanya ORDER The present joint second motion Petition bearing no. CP(CAA)/1/230/AMR/2026 (hereinafter referred to as the “CP 1/2026” or “Petition”) has been filed under Sections 230 and 232 and other applicable Provisions of the Companies Act, 2013 (hereinafter referred to as the “CA, 2013”) read with The Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (hereinafter referred to as the “CAA Rules”) by Shri Girija Smelters Limited (hereinafter referred to as the “Petitioner Company-1”), Vamsi Agrotech Private Limited (hereinafter referred to as the “Petitioner Company-2”), Chintalapati Agro-Tech Private Limited (hereinafter referred to as the “Petitioner Company-3”), Pericherla Agro-Tech Private Limited (hereinafter referred to as the “Petitioner Company-4”), P.V. Ramani Agrotech Private Limited (hereinafter referred to as the “Petitioner Company-5”) and Girija Agro-Tech Private Limited (hereinafter referred to as the “Petitioner Company-6”) (hereinafter Petitioner Company-1 to 6 collectively referred to as the “Petitioner Companies”) for sanction of the Comprehensive Scheme of Arrangement amongst Petitioner Companies and Non-Petitioner Companies namely CSR Developers Private Limited, West Bengal (hereinafter referred to as the “Non-Petitioner Company-1”); Sri Gayatri Minerals Private Limited, West Bengal (hereinafter referred to as the “Non-Petitioner Company-2”); Brahmani Ferro Alloys Private Limited, Odisha (hereinafter referred to as the “Non-Petitioner Company-3”); Biraja Ferro Alloys Private Limited, Odisha (hereinafter referred to as the “Non-Petitioner Company-4”); C.Radha Agro-Tech Private Limited, West Bengal (hereinafter referred to as the “Non-Petitioner Company-5”); Birija Agro-Tech Private Limited, Odisha (hereinafter referred to as the “Non-Petitioner Company-6”) and Brahmani Agro-Tech Private Limited, Odisha (hereinafter referred to as the “Non-Petitioner Company-7”) and their respective Shareholders and Creditors with effect from the Appointed Date i.e. 01.04.2020. A copy of the Scheme has been annexed with the Petition as Annexure-A-13.

2. The Petitioner Companies have interalia also prayed to send the notice of the Petition to the Registrar of Companies, Andhra Pradesh, the Income Tax Authorities and the Official Liquidator and direct the publication of advertisement in the newspapers namely ‘Business Standard’ (English Daily) and ‘Andhra Prabha’ (Telugu Daily) of hearing of the Petition.

FACTS OF THE CASE:

3. The joint First Motion Company Application bearing No. CA(CAA)4/230/AMR/2022 (hereinafter referred to as the “CA 4/2022” or “Application”) was e-filed on 06.08.2021 and physically filed vide Diary No.0780 dated 12.08.2021, by the Petitioner Companies inter alia seeking direction for dispensation of the meetings of the Equity Shareholders of the Petitioner Companies based on the consent of all the Equity Shareholders as per the li