CA (CAA) 22/AHM/2023

ORDER

The case is fixed for pronouncement of order.

The order is pronounced in open Court vide separate sheet.

-SD- -SD-

AJAI DAS MEHROTRA

DEEP CHANDRA JOSHI

MEMBER (TECHNICAL)

MEMBER (JUDICIAL)

IN THE NATIONAL COMPANY LAW TRIBUNAL

AHMEDABAD

COURT - 2

ITEM No.302

C.A.(CAA)/22(AHM)2023

Proceedings under Section 230-232

IN THE MATTER OF:

Sanstar Biopolymers Limited

Sanstar Limited

........Applicant

Order delivered on: 15/06/2023

Coram:

Mr. Deep Chandra Joshi, Hon’ble Member(J)

Mr. Ajai Das Mehrotra, Hon’ble Member(T)

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CA (CAA) 22/AHM/2023

NATIONAL COMPANY LAW TRIBUNAL

AHMEDABAD

(COURT NO. II)

CA (CAA) 22/AHM/2023

IN THE MATTER OF THE COMPANIES ACT, 2013

[In the matter of Section 230 read with Section 232 of the Companies Act, 2013

and other applicable provisions of the Companies Act, 2013]

SCHEME OF AMALGAMATION

OF

SANSTAR BIOPOLYMERS LIMITED,

(Applicant Company No. 1/Transferor Company)

WITH

SANSTAR LIMITED,

(Applicant Company No. 2/Transferee Company)

AND

Their Respective Shareholders and Creditors

Order Pronounced on:15.06.2023

Coram:

DEEP CHANDRA JOSHI,

HON’BLE MEMBER (JUDICIAL)

AJAI DAS MEHROTRA,

HON’BLE MEMBER (TECHNICAL)

Page 3 of 15

CA (CAA) 22/AHM/2023

MEMO OF PARTIES

SANSTAR BIOPOLYMERS LIMITED,

(CIN: U51100GJ1983PLC009047)

Registered office at;

Sanstar House, Near Parimal Under

Bridge, Opp. Suvidha Shopping Centre,

Paldi, Ahmedabad – 380 007, Gujarat.

…Applicant Company No. 1/

Transferor Company

AND

SANSTAR LIMITED,

(CIN: U15400GJ1982PLC072555)

Registered office at;

Sanstar House, Near Parimal Under

Bridge, Opp. Suvidha Shopping Centre,

Paldi, Ahmedabad – 380 007, Gujarat.

…Applicant Company No. 2/

Transferee Company

For the Applicants:

Ms. Dharmishta Raval, Advocate

ORDER

1. The present joint Application is filed under Section 230-232 read with other

applicable provisions of the Companies Act, 2013 (hereinafter referred to as

“the Act”). The proposed Scheme of Amalgamation is between Sanstar

Biopolymers Limited (For brevity – Transferor Company) and Sanstar

Limited (For brevity – Transferee Company).

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CA (CAA) 22/AHM/2023

2. Affidavits are filed in support of the Application sworn for and on behalf of

Applicant Companies by Mr. Sambhav Gautamchand Chowdhary being

authorized representative for both the Applicant Companies. The Board of

Directors of both the Applicant Companies vide their Board Resolutions dated

23.02.2023 passed resolution approving the proposed scheme as placed before

the board.

3. It

is submitted that the

Transferor

Company

is

having

CIN:

U51100GJ1983PLC009047 and is incorporated, under the provisions of the

Companies Act, 1956, and is presently having its Registered office at; Sanstar

House, Near Parimal Under Bridge, Opp. Suvidha Shopping Centre, Paldi,

Ahmedabad – 380007, Gujarat. The Authorised Share Capital of the

Transferor Company is Rs. 5,00,00,000/- which is divided into 50,00,000

Equity shares of Rs. 10/- each. The issued, Subscribed, and Paid-up Share

Capital of the Company is Rs. 3,06,88,500/- which is divided into 30,68,850

equity shares of Rs. 10/- each.

4. It is submitted that the

Transferee Company is having CIN:

U15400GJ1982PLC072555 and is incorporated, under the provisions of the

Companies Act, 2013, and is presently having its Registered office at; Sanstar

House, Near Parimal Under Bridge, Opp. Suvidha Shopping Centre, Paldi,

Ahmedabad – 380007, Gujarat. The Authorised Share Capital of the

Transferee Company is Rs. 30,00,00,000/- which is divided into 3,00,00,000

Equity shares of Rs. 10/- each. The issued, Subscribed, and Paid-up Share

Page 5 of 15