1. The instant Company Petition has been filed in the second stage of the proceedings under Section 230(6) read with Section 232(3) of the Companies Act, 2013 ("Act") for sanction and confirmation of the Scheme of Amalgamation of

whereby and where under the Transferor Companies are proposed to be amalgamated with the Transferee Company from the Appointed Date, 01st April, 2022 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation ("Scheme"). A copy of the said Scheme is annexed to the Company Petition marked-Annexure-Ain VOL Iat Page No. 54 to 86.

2. It is submitted by Ld. counsel appearing for the Petitioner(s) that the Appointed Date as per the Scheme is 01st April, 2022.

3. It is submitted by Ld. counsel appearing for the Petitioner(s) that the Board of Directors of the Petitioner No. 1 and Petitioner No. 3 have at their respective meeting held on 11th August, 2022 and Petitioner No. 2 have at their meeting held on 16th August, 2022 passed resolution adopting the proposed Scheme of Amalgamation. A copy of the Board Resolution is annexed to the Company Petition marked-Annexure-Kin VOL II at Page No. 343 to 345.

4. It is submitted by Ld. counsel appearing for the Petitioner(s) that the Valuation Report dated 01-12-2021 recommending the Swap Ratio has been prepared by CA MUKESH BANKA, IBBI Registered Valuer. A copy of the said Report is annexed to the Company Petition marked-Annexure-I in VOL II at Page No. 325 to 338.

5. It is submitted by Ld. counsel appearing for the Petitioner(s) that the Petitioner Companies are all NBFC Company duly registered with Reserve Bank of India and is holding a valid Certificate of Registration issued by the said Bank.

6. It is submitted by Ld. counsel appearing for the Petitioner(s) that the list of Equity Shareholders of the Petitioner Companies as on 31-07-2022 duly certified by the statutory auditor are all collectively annexed to the Company Petition marked-Annexure-E in VOL-II at Page No. 288 to 290.

7. It is submitted by Ld. counsel appearing for the Petitioner(s) that Petitioner No. 1, and Petitioner No. 2 had NIL Secured Creditors as on 31-07-2022, duly certified by the statutory auditor are all collectively annexed to the Company Petition marked-Annexure-F in VOL-II at Page No. 291 to 292.

8. It is submitted by Ld. counsel appearing for the Petitioner(s) that the list of Secured Creditors of Petitioner No. 3 as on 31-07-2022 duly certified by the statutory auditor is annexed to the Company Petition marked-Annexure-F in VOL-II at Page No. 293.

9. It is submitted by Ld. counsel appearing for the Petitioner(s) that Petitioner No. 1 ad NIL Secured Creditors as on 31-07-2022 duly certified by the statutory auditor is annexed to the Company Petition marked-Annexure-F in VOL-II at Page No. 291.

10. It is submitted by Ld. counsel appearing for the Petitioner(s) that the list of Unsecured Creditors of Petitioner No. 2 and Petitioner No. 3 as on 31-07-2022 duly certified by the statutory auditor are all collectively annexed to the Company Petition marked-Annexure-Fin VOL-II at Page No. 292 to 293.

11. It is submitted by Ld. counsel appearing for the Petitioner(s) that the statutory auditor of Petitioner No. 1 and Petitioner No. 2 have by their certificate dated 16-08-2022 and the statutory auditor of Petitioner No. 3 have by their certificate dated 11-08-2022 have confirmed that the accounting treatment proposed in the Scheme of Amalgamation is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013 and Rules made there under. Copy of the said certificate is annexed to the Company Petition marked-Annexure-J in VOL II at Page No. 339 to 342.

12. It is submitted by Ld. counsel appearing for the Petitioner that, the Petitioner have the following classes of shareholders and creditors:-

13. It is submitted by Ld. counsel appearing for the Petitioner(s) that by an order dated 15th November, 2022 passed in Company Application No. C.A. (CAA) NO. 125/KB/2022 this Tribunal made the following directions with regard to meetings of shareholders and creditors under Section 230(1) of the Act:-

(a) Meetings dispensed:

Equity Shareholders

Meeting of Equity Shareholders of the Petitioner Companies for considering the Scheme of Amalgamation are dispensed with in view of all shareholders of Petitioner Company having respectively given their consent to the Scheme by way of affidavits.

(b) No requirement of meetings

Secured Creditors

Secured Creditors of Petitioner No. 1 and Petitioner No. 2-NIL Creditors verified by auditors certificate.

Unsecured Creditors

Unsecured Creditors of Petitioner No. 1-NIL Creditors verified by auditors certificate.

(c) Meetings to be held

Secured Creditors

Meeting of Secured Creditors of Petitioner No. 3.

Unsecured Creditors

Meeting of Unsecured Creditors of Petitioner No. 2 and Petitioner No. 3.

14. It is submitted by the Ld. counsel appearing for the Petitioner(s) that the Petitioner No. 3 had 3 Secured Creditors as on 30-11-2022 (being cut off date) who together held debt of Rs. 4,49,51,460/-. The said meeting of Secured Creditors convened and held on 23-12-2022 was attended by 2 Secured Creditors who collectively held debt of Rs. 4,30,18,792/- representing 95.70% of the Secured Debt all of whom voted in favor of the resolution contained in the notice. Copy of the minutes of the said meeting are all annexed to Company Petition and marked Annexure-L in VOL II at Page No. 347 to 351.

15. It is submitted by the Ld. counsel appearing for the Petitioner(s) that the Petitioner No. 3 had 3 Unsecured Creditors as on 30-11-2022 (being cut off date) who together held debt of Rs. 2,04,71,576/-. The said meeting of Secured Creditors convened and held on 23-12-2022 was attended by 2 Unsecured Creditors who collectively held debt of Rs. 1,40,00,000/- representing 68.39% of the Unsecured Debt all of whom voted in favor of the resolution contained in the notice. Copy of the minutes of the said meeting are all annexed to Company Petition and marked Annexure-L in VOL II at Page No. 352 to 356.

16. It is submitted by the Ld. counsel appearing for the Petitioner(s) that the Petitioner No. 2 had 8 Unsecured Creditors as on 30-11-2022 (being cut off date) who together held debt of Rs. 3,15,05,392/-. The said meeting of Secured Creditors convened and held on 23-12-2022 was attended by 6 Unsecured Creditors who collectively held debt of Rs. 3,01,88,890/- representing 95.82% of the Unsecured Debt all of whom voted in favor of the resolution contained in the notice. Copy of the minutes of the said meeting are all annexed to Company Petition and marked Annexure-L in VOL II at Page No. 357 to 361.

17. The Learned Counsel for the Petitioner(s) further submits that in compliance with Section 230(5) of the Companies Act, 2013 and the said order dated 15th November, 2022 passed in Company Application being C.A. (CAA) NO. 125/KB/2022 notice along with all accompanying documents has already been served on the Statutory/Sectoral Authorities, as directed by the said order as below:

18. An affidavit duly affirmed on 30th November, 2022 has also been filed with the Registry. Copy of acknowledgements evidencing service upon Regulatory Authorities are also collectively annexed to the Company Petition and marked-Annexure-H in VOL II at Page No. 303 to 324. The Authorities, as aforesaid, have not filed their representation so far.

19. Upon perusing the records and documents in the instant proceedings and considering the submissions made on behalf of the Petitioner(s), we admit the instant petition and fix the next date of hearing on 8th May, 2023.

20. At least 10 (ten) clear days before the said date fixed for hearing, the Petitioner(s) shall cause notice of hearing to be advertised in the Financial Express in English and Bengali translation thereof in Aajkaal in Kolkata Edition as per Rule 16(1) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ("CAA Rules").

21. Another notice pursuant to Section 230(5) of the Companies Act, 2013 along with accompanying documents, including the copies of the aforesaid Scheme and statement under the provisions of the Companies Act, 2013, as sent earlier, shall be served again on the aforesaid Statutory Authorities by sending the same to them by hand delivery through special messenger, by speed post and also by email within one week from the date of receiving this order. The notice shall specify the next date of hearing of the petition, as aforesaid, and state that representation, if any, and if not already filed, should be filed before this Tribunal no later than 7 (seven) days before the next date of hearing of the petition and a copy of such representation should be simultaneously sent to the Authorised Representative of the said Petitioner(s). If no such representation is received by the Tribunal within such period, it shall be presumed that such Authorities have no representation to make on the said Scheme. Such notice shall be sent in Form No. CAA3 of the CAA Rules with necessary variations, incorporating the directions herein.

22. The Petitioner(s) to file an affidavit confirming compliance of the abovementioned directions of this Tribunal, 3 (Three) days before the next date of hearing.

23. The Petitioner(s) may also file their rejoinder affidavit(s) dealing with the objections/observations, if any, of the Authorities, 2 (Two) days before the next date of hearing.

24. Certified copy of the order may be issued, if applied for, upon compliance with all the requisite formalities.