C P (CAA) NO. 05 / AHM /2022

In

C A (CAA) NO. 06 /AHM/2021

Page 1 of 16

IN THE NATIONAL COMPANY LAW TRIBUNAL

AHMEDABAD BENCH (COURT No. II)

CP (CAA) NO. 05 /AHM /2022

In

CA (CAA) NO. 06 /AHM/2021

[Sections 230-232 of the Companies Act, 2013 and other applicable

provisions of the Companies Act, 2013 read with The Companies

(Compromises, Arrangements and Amalgamations) Rules, 2016]

In the matter of Scheme of Amalgamation

OF

M/s. MOHIT AGRO COMMODITIES PROCESSING

PRIVATE LIMITED

(PETITIONER TRANSFEROR COMPANY)

WITH

M/s. GUJARAT AMBUJA EXPORTS LIMITED

(PETITIONER TRANSFEREE COMPANY )

AND

Their Respective Shareholders and Creditors

Order Pronounced on: 01/08/2023

CORAM:

SHAMMI KHAN,

HON’BLE (MEMBER (JUDICIAL)

AJAI DAS MEHROTRA,

HON’BLE MEMBER (TECHNICAL)

C P (CAA) NO. 05 / AHM /2022

In

C A (CAA) NO. 06 /AHM/2021

Page 2 of 16

MEMO OF PARTIES

M/s. Mohit Agro Commodities Processing Pvt. Ltd.,

[CIN: U17110GJ1984PTC006980]

Registered office at: Survey No. 649,

Nani Kadi, Thor Road - Kadi,

Mehsana, Gujarat - 382715.

… Petitioner Transferor Company

M/s. Gujarat Ambuja Exports Ltd.,

[CIN: L15140GJ1991PLC016151]

Registered office at Ambuja Tower,

Opp. Sindhu Bhavan,

Sindhu Bhavan Road, Bodakdev,

PO. Thaltej, Ahmedabad, Gujarat 380059

... Petitioner Transferee Company

Appearance:

For the Petitioners: Mr. Jaimin Dave, Adv. A.w. Adv. Nipun Singhvi and

Adv. Vishal J Dave

For the Income Tax: Ms. Pankti Shah, Adv.

For the RD: Mr. Shiv Pal Singh, Asst. Director (NWR)

For the OL: Mr. Kamlesh Rathod, Asst.

O R D E R

1.

The present Joint Company Petition is filed under Sections 230 - 232

with other applicable provisions of the Companies Act, 2013

(hereinafter referred to as “the Act”) read with the Companies

(Compromises, Arrangements and Amalgamations) Rules, 2016 by the

Petitioner Companies for sanctioning the Scheme of Amalgamation

(hereinafter referred to as the “Scheme”) of M/s. Mohit Agro

Commodities Processing Private Limited (herein after referred to as

Transferor Company) with M/s. Gujarat Ambuja Exports Limited

(herein after referred to as Transferee Company) with effect from the

appointed date April 1, 2020 as mentioned in the Scheme.

C P (CAA) NO. 05 / AHM /2022

In

C A (CAA) NO. 06 /AHM/2021

Page 3 of 16

2.

An Affidavit verifying the above Joint Company Petition has been

sworn by (i) Mr. Jagdish Prasad Sharma on behalf of the Transferor

Company who is the Director and authorised representative of the

Transferor Company; and (ii) Mr. Manish Gupta on behalf of the

Transferee Company who is the Managing Director and authorised

representative of the Transferee Company, and the same is annexed

with the petition. The above-named authorised representatives for the

Petitioner Companies have been authorised vide Board Resolutions

dated 20.10.2020 of the respective Petitioner Companies.

3.

It is submitted that the Transferee Company is a listed public company

and its shares are listed on BSE Limited (BSE) and National Stock

Exchange India Limited (NSE). In compliance of the applicable SEBI

guidelines and applicable circulars, the said Company had submitted the

Scheme to the aforesaid stock exchanges on the following three

occasions:

(i)

Prior to filing of first motion petition on 12.12.2020 ;

(ii)

Subsequent to the order passed in the first motion petition –

sent on 19.07.2021 and delivered on 22.07.2021/ 23.07.2021

and

(iii) Subsequent to admission of the second motion petition – sent

on 25.02.2022 and delivered on 28.02.2022 .

4.

It is further submitted that the Transferor Company is the wholly owned

subsidiary of the Transferee Company. Both the companies are engaged

in related types and/ or na