IN THE NATIONAL COMPANY LAW TRIBUNAL

MUMBAI BENCH, COURT -II

C.A./269/2022

&

C.A.(CAA)146/MB/2022

In the matter of Sections 230 to 232 of the

Companies Act, 2013

And

In the matter of Scheme of Arrangement and

Amalgamation between

ARVUTAM

ENTERPRISES

PRIVATE

LIMITED

(Applicant no.1/ Transferor Company1)

AND

INNOVADOR TRADERS PRIVATE LIMITED

(Applicant no.2/Transferor Company 2)

AND

SYSTEMTRAC

TRADERS

PRIVATE

LIMITED

(Applicant no.3/Transferor Company 3)

AND

ANSAPACK PRIVATE LIMITED

(Applicant no.4/Transferee)

AND

THEIR RESPECTIVE SHAREHOLDERS AND

CREDITORS

Order delivered on: 03.02.2023

C.A./269/2022 & C.A.(CAA)146/MB/2022

2 of 9

Coram:

Hon’ble Member (Judicial) : Justice P.N. Deshmukh (Retd.)

Hon’ble Member (Technical): Mr. Shyam Babu Gautam

Appearances (through video conferencing):

For the Applicants: Mr. Gaurav Joshi, Senior Counsel a/w Mr. Sameer Pandit,

Ms. Sarrah Khambati and Mr. Anuj Jain

i/b. M/s. Wadia Ghandy & Co., Advocates

ORDER

Per: Shyam Babu Gautam, Member Technical

1. The Bench is convened by videoconference today. The Bench is

convened by video conference. The Applicant has filed

CA/269/2022

for

urgent

listing

of

C.A.(CAA)/146/MB/2022. On the request of the Counsel,

matter was heard and reserved on the same day.

Accordingly, CA/269/2022 is allowed as disposed of.

2. The Counsel for the Applicants states that the present Scheme is a

Scheme of Arrangement and Amalgamation between Arvutam

Enterprises Private Limited (“Transferor No. 1 Company”),

Innovadors Traders Private Limited (“Transferor No. 2 Company”),

Systemtrac Traders Private Limited (“Transferor No. 3 Company”)

and Ansapack Private Limited (now known as APRN Enterprises

Private Limited) (“Transferee Company”) and their respective

shareholders under the provisions of section 230 to 232 of the

Companies Act, 2013.

C.A./269/2022 & C.A.(CAA)146/MB/2022

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3. The Counsel for the Applicants state that the business of the Transferor

Company No. 1 is consultancy services in property investments and

facility management. Transferor Nos. 2 and 3 are engaged in the

business of general trading in commodities. The Transferee Company

is engaged in the business of manufacturing and trading in packaging

material. The Counsel for the Applicants submit that the Transferor

Companies are wholly owned subsidiaries of the Transferee Company.

4. The Counsel for the Applicants submits that the key rationale for the

Scheme is as follows:

a. The amalgamation will result in achieving greater integration and

greater financial strength and flexibility and to maximize overall

shareholders’ value.

b. The amalgamation will result in achieving cost savings from more

focused operational efforts, rationalization, standardization and

simplification

of

business

processes

and

productivity

improvements.

c. The amalgamation will result in greater efficiency in cash

management of the amalgamated entity, and unfettered access to

cash flow generated by the combined businesses which can be

deployed more efficiently to fund growth opportunities and, to

maximize shareholders value.

d. The amalgamation will help in consolidating and improving the

internal control systems and procedures which will bring greater

management and operational efficiency due to integration of

various similar functions being carried out by the entities such as

human resources, finance, legal, management etc.

C.A./269/2022 & C.A.(CAA)146/MB/2022

4 of 9

e. The amalgamation will result in a significant reduction in the

multiplicity of legal and regulatory compliances required at present

to be carried out the Transferors and Trans