1. The instant Application has been filed by the Applicant Company, namely Dholka Plywood Industries Pvt. Ltd. ('Resulting Company') under Sections 230-232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, in relation to the Scheme of Arrangement ('Scheme') by way of Demerger proposed between the Prime Holdings Private Limited ('Demerged Company') and the Resulting Company. The said Scheme is also submitted along with the Application. The Applicant/Resulting Company above named have preferred the instant Application seeking following reliefs:

i. That the convening and holding of the meeting of the Shareholders/members of the Applicant Company to consider and approve the proposed Scheme of demerger between the Demerged Company and the Applicant Company be dispensed with.

ii. That the convening and holding of the meeting of the Secured/Unsecured creditors of the Applicant Company to consider and approve the proposed Scheme of demerger between the Demerged Company and the Applicant Company be dispensed with.

iii. Directions be issued that the notice in relation to the Scheme of Arrangement be served on the Central Government under the provisions of Section 230(5) of the Companies Act, 2013, on the Registrar of Companies, Ahmedabad and on the Income Tax Authorities under the provisions of Section 230(5) of the Companies Act, 2013.

iv. Such further order and/or orders be made and/or direction and/or directions be given as to this Hon'ble Tribunal may deem fit and proper.

2. The rational of the proposed Scheme is reproduced below:

"PHPL and DPIPL are owned and controlled by Mittal Family comprising of Shiv Prakash Mittal (SPM) and his family and Rajesh Mittal (RJM) and his family. The two groups of the Mittal Family have inter-se entered into a mutual understanding to segregate the joint holdings of the family in the shares of Greenply Industries Limited (Greenply) [having CIN: L20211AS1990PLC003484] and Greenpanel Industries Limited (Greenpanel) [having CIN: L20100AS2017PLC018272] between the two groups such that holding of each group is independent of the other. The shareholders of both the Demerged Company and the Resulting Company, who are members of the Mittal family, have also decided to separate the Finance Business Undertaking of PHPL (a company controlled by SPM Group) and transfer it to DPIPL (a company is controlled by RJM Group) with the objective of diversification of business of DPIPL into financial services sector. PHPL shall continue with its activity of acting as a Promoter Group of the listed companies of the Mittal Group while the Finance Business Undertaking (comprising of lending and short-term investments) of PHPL shall be demerged and transferred to DPIPL."

3. Affidavits in support of the Application sworn for and on behalf of the Applicant Company by Mr. Kaushal Kumar Agarwal being the authorized signatory of Applicant Company along with board resolution for the said authorization has been filed. It is represented that the Registered Office of the Applicant Resulting Company is situated within the territorial jurisdiction of this Tribunal and the Registrar of Companies, Ahmedabad.

4. It is submitted that the Demerged Company has simultaneously filed a similar Application before the NCLT, Guwahati Bench since the Registered Office of the Demerged Company is situated in State of Assam.

5. From the certificate of incorporation filed, it is evident that the Demerged Company is incorporated as a Private Limited Company under the provisions of the Companies Act, 1956 on 23.02.1994 with the Registrar of Companies, Assam with CIN U70101AS1994PTC004092 under the name and style of "M/s. Prime Holdings Private Limited".

6. The Authorized share capital of the Demerged Company is Rs. 5,65,00,000/- (Rupees Five Crore Sixty Five Lakh Only) divided into 56,50,000 equity shares of Rs. 10/- each and issued, subscribed and paid up share capital of the Demerged Company is Rs. 3,01,21,000/- (Rupees Three Crore One Lakh Twenty-One Thousand Only) divided into 3012100 equity shares of Rs. 10/- each.

7. From the certificate of incorporation filed, it is evident that the Applicant/Resulting Company is incorporated as a Private Limited Company under the provisions of the Companies Act, 1956 on 13.03.2000 with the Registrar of Companies, Ahmedabad with CIN U20211GJ2000PTC037542 under the name and style of "Dholka Plywood Industries Pvt. Ltd."

8. The Authorized share capital of the Applicant/Resulting Company is Rs. 1,00,00,000/- (Rupees One Crore Only) divided into 9,00,000 equity shares of Rs. 10/- each and 1,00,000 preference shares of Rs. 10/- each and issued, subscribed and paid-up share capital of the Applicant/Resulting Company is Rs. 32,75,300/- (Rupees Thirty-Two Lakh Seventy-Five Thousand Three Hundred Only) divided into 327530 equity shares of Rs. 10/- each.

9. The Applicant/Resulting company has filed the Memorandum and Articles of Association of both the companies inter alia delineating their object clauses. The last available audited financial statements for the year ended 31.03.2021 and provisional statement as on 31.08.2021 of both the Companies are also filed by the Applicant Resulting Company.

10. The Applicant/Resulting Company has furnished a certificate from the Chartered Accountant certifying the details of the Shareholders, Secured Creditors and Unsecured Creditors of the Applicant/Resulting Company and Demerged Company, which are as follows:

table

The Applicant/Resulting Company contended that all the equity shareholders of the Applicant/Resulting Company and all the equity shareholders and unsecured creditors of the Demerged Company have given their consent through affidavits taken on record.

11. We have perused the application and the connected documents/papers filed therewith including the proposed Scheme of Arrangement contemplated between the Applicant Resulting Company and Demerged Company.

12. The Board of Directors of the Demerged Company and Applicant/Resulting Company at their respective meetings held on 05.09.2021 have unanimously approved the proposed Scheme of Arrangement and copies of resolutions passed thereon have been placed on record. The appointed date as per the Scheme is stated to be 01.04.2021.

13. The Applicant/Resulting Company have complied with the proviso to Section 230(7) and Section 232(3) by filing the certificate of the Company's Auditor in relation to compliance with the Accounting Standards under section 133 of the Companies Act, 2013.

14. The Applicant Companies have complied with the requirements under Section 230(2) and disclosed all the material facts in relation to themselves. The Applicant Companies have stated that no investigation proceedings against the Applicant Company and the Demerged Company under the provisions of the Companies Act, 1956/2013 as applicable and/or any other relevant provision or like are pending.

15. The copy of valuation report provided by registered valuer in accordance with the Companies Act, 2013 dated 31.03.2021 has been annexed.

16. Taking into consideration the Application filed by the Applicant/Resulting Company and the documents filed therewith, this Tribunal proposes to issue the following directions with respect to calling, convening and holding of the meetings of the Shareholders, Secured and Unsecured Creditors or dispensing with the same as well as issue of notices including by way of paper publication:

In relation to the Applicant Resulting Company:

(i) With respect to Equity Shareholders:

Since it is represented by the Applicant/Resulting Company that all the Equity Shareholders in the Resulting Company have given their consents and the same are placed on record, therefore, the necessity of convening and holding a meeting to consider and if thought fit, the approval of the Scheme is dispensed with.

ii) With respect to Unsecured Creditors:

Since it is represented by the Applicant/Resulting Company that there are no unsecured creditors in the Resulting Company thereby their meeting is not required to be called for.

iii) With respect to Secured Creditors:

Since it is represented by the Applicant/Resulting Company that there is no Secured Creditor in the Resulting Company, thereby their meeting is not required to be called for.

17. The Applicant(s) shall serve the notice of the application on the following Authorities namely, (i) to the Central Government through the Regional Director, North Western Region; (ii) to the Registrar of Companies, Gujarat, (iii) to the Income Tax Department along with full details of assessing officer and PAN numbers of all the applicant companies with the copy also to the Chief Commissioner of Income Tax Office, and to such other Sectoral Regulatory Authorities who may govern the working of the respective companies involved in the Scheme, so that timely and proper reply may be filed.

18. Hence this Application is allowed on the aforesaid terms. Let the Petition for approval of the Scheme of Arrangement be filed within a period of seven days from the date of this order.

19. Copy of the order be served to the parties concerned by Registry.