1. This is a joint first motion application filed by the applicant companies namely- Rajdarbar Heritage Venture Limited- (Transferor Company No.1/Applicant Company No.1) Chitrakoot Merchandise Private Limited-(Transferor Company No.2/Applicant Company No.2); Rajdarbar Infotech Private Limited-(Transferee Company/Applicant Company No.3); under Sections 230 & 232 of the Companies Act, 2013 (the Act), the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the National Company Law Tribunal Rules, 2016, and other applicable provisions, if any, in relation to the Scheme of Merger of Rajdarbar Heritage Venture Limited, Chitrakoot Merchandise Private Limited with Rajdarbar Infotech Private Limited ( "Scheme"). The said Scheme is attached as Annexure-3 in Vol. II at Page No.292 to 319 of the Application.

2. The Applicant Companies have prayed for dispensation of the requirement of the convening meetings of the Equity Shareholders, Preference shareholders, Secured Creditors and Unsecured Creditors of the Applicant Companies.

3. The Applicant Company No.1 is presently engaged in the business of real estate dealing in purchase, lease, exchange, hire or otherwise develop or operate land, buildings etc. and all other allied activities/ services.

4. The Applicant Company No.2 is engaged in the business of imports and exports of all commodities, goods, services and all other allied activities/ services.

5. The Applicant Company No.3 is in the business of development of software designing, development, customization, implementation, maintenance, testing etc. and all other allied activities/ services.

6. The Transferor Company No.1/ Applicant Company No. 1 namely- Rajdarbar Heritage Venture Limited, has its registered office at Kolkata, hence the same falls within the jurisdiction of Hon'ble National Company Law Tribunal, Kolkata bench. The Transferor Company No. 1 had filed the Application for the approval of the Scheme of Merger before National Company Law Tribunal, Kolkata Bench and has got the same transferred by way of Transfer Application No. [TA (Co. Act)- 09(PB)/ 2023], filed under Rule 16(d) of the NCLT Rules, 2016, vide order dated February 27, 2023, passed by NCLT Principal Bench at New Delhi, for transfer of the Application for the approval of the Scheme of Merger from the National Company Law Tribunal Kolkata Bench to National Company Law Tribunal Allahabad Bench. Hench, the jurisdiction of Transferor Company No.1/ Applicant Company No. 1, lies with this Hon'ble Bench.

7. It is submitted that the registered offices of the Transferor Company No. 2 and Transferee Company are situated in the State of Uttar Pradesh. Hence, the jurisdiction of all Transferor Company No. 2 and Transferee Company lie with this Hon'ble Bench.

8. The rationale of the Scheme is given below.

A. Consolidation of the Transferor Companies with the Transferee Company, being engaged in similar line of business, will result in management being able to exercise greater control over the operations of the Companies and will attract right set of strategic investors;

B. Pooling of common resources resulting in reduction of administrative and other operational overheads and will also lead to optimum utilization of resources;

C. The synergies existing between the Transferee Company and Transferor Companies in terms of services and resources can be put to the best advantage of all stakeholders;

9. It is stated that the Board of Directors of the Applicant Companies in their respective meetings held on 05.01.2023 have considered and unanimously approved the Scheme subject to sanctioning of the same by this Tribunal. The copy of resolution passed by the Board of Directors of the Applicant Companies are all annexed with the Application as Annexure No.4A/Vol. II; Annexure No. 4B/Vol. II; Annexure No. 4C/Vol. III, respectively, with the Application.

10. The appointed date of the Scheme is 01.04.2022 as mentioned in the Sub-Clause d of Clause 1.1, Part-A under definition of the Scheme at Page No.298 in Vol. II which is annexed as Annexure No.3 with the Application.

11. It is stated that all the Applicant Companies have filed their Audited Financial Statements as on 31.03.2022 and have also filed their Un-Audited Financial Statements (provisional) as on 31.12.2022 and the same are annexed together as Annexure No. 2A/Vol. II, Annexure No.2B/Vol. II, Annexure No. 2C/Vol. II, Annexure No. 2C/Vol. II, Annexure No. 2D/ Vol. II, Annexure No. 2E/ Vol. II and Annexure No. 2F/ Vol. II, respectively, with the Application.

12. It has been stated that in terms of the provisions of Section 230(7) and Section 232(3) of the Act, the Applicant Companies have filed Certificates dated 04.01.2023, which are issued by their respective Statutory Auditors, certifying that the Scheme is in compliance with the Accounting Standards prescribed under Section 133 of the Act and the same are annexed as Annexure No. 18C /Vol. IV with Application.

13. It is has been further stated that the Report on Valuation of Shares and Share Exchange Ratio for the Scheme has been issued by Mr. Gaurav Jain, Registered Valuer in respect of Securities or Financial Assets with the Insolvency and Bankruptcy Board of India (IBBI) vide registration No.IBBI/RV/06/2021/13914 and the same is annexed as Annexure No.6/Vol. III with the Application. The following Fair Exchange Ratio has been proposed in the aforesaid Report:

Calculation of Exchange Ratio

14. It is stated that the Scheme also takes care of the interests of the workmen and staff (employees) of the Companies, by virtue of Clause 12 of the Part-D of the Scheme (Annexure - 3/Vol. II) of this Application.

15. It is submitted by the Ld. Counsel during the course of hearing that the Scheme will not attract the provisions of the Competition Act, 2002. Hence, no intimation to / approval from the Competition Commission of India (CCI) is required for the present Scheme.

16. It is also deposed and submitted during the course of hearing that the Scheme will not attract the provisions of Real Estate Regulatory Authority Act, 2016 ('RERA'). Hence, no intimation/ approval from the RERA is required for the present Scheme.

17. It is also submitted and deposed that there are no legal proceedings, inquiry, inspection, investigation, prosecution, litigation pending before any court of law or Tribunal against any of the Applicant Companies except against the Transferor Company 1, under Section 628 of Companies Act, 1956 at the court of Chief Judicial Magistrate, Alipur, South 24 Parganas, the next date in the matter is on 30/05/2023.

18. Further it is also submitted that no winding up application has been filed against any of the Applicant Companies and there are no liquidation proceedings against any of the Applicant Companies and none of the Applicant Companies are facing any CIRP process nor any of Applicant Companies have been struck off from Registrar of Companies.

19. The applicant companies have furnished the following documents: -

a) Audited Financial Statement as on 31.03.2022 and Unaudited Financial Statement (Provisional) as on 31.12.2022 of the Applicant Companies (Annexure No. 2A/Vol. II, Annexure No. 2B/Vol. II, Annexure No. 2C/Vol. II, Annexure No. 2D/Vol. II, Annexure No. 2E/Vol. II and Annexure No. 2F/Vol. II respectively, with the Application.).

b) List of Equity and Preference Shareholders of Applicant Companies duly certified by the Chartered Accountant along with respective consent affidavits approving the Scheme and dispensing with the requirement to convene the meeting. (Annexure No. 7A/Vol. III, Annexure No. 7B/Vol. III, Annexure No. 7C/Vol. III, Annexure No. 8A/Vol. III, Annexure No. 8B/Vol. III, Annexure No. 8C/Vol. III, Annexure 17A/ Vol. IV, Annexure No. 17B/Vol. IV and Annexure No. 17V/Vol. IV respectively, with the Application.).

c) List of Secured Creditors of the Applicant Companies duly certified by the Chartered Accountant (Annexure No. 11A/Vol. III, Annexure No. 11B/Vol. III, Annexure No. 11C/Vol. III, Annexure No. 12A/Vol. III, Annexure No. 12B/Vol. III, Annexure No. 12C/Vol. III, respectively, with the Application.).

d) List of Unsecured Creditors of the Applicant Companies duly certified by the Chartered Accountant along with respective consent affidavits approving the Scheme and dispensing with the requirement to convene the meeting (Annexure No. 13A/Vol. III, Annexure No. 13B/Vol. III, Annexure No. 13C/Vol. III, Annexure No. 14A/Vol. III, Annexure No. 14B/Vol. III, Annexure No. 14C/Vol. III, Annexure No. 15A/Vol. III, Annexure No. 15B/Vol. III and Annexure No. 15C/Vol. III respectively, with the Application.).

e) Certified true copy of extract of the minutes of the board resolution of the Applicant Companies approving the Scheme. (Annexure No. 4A/Vol. II, Annexure No. 4B/Vol. II and Annexure No. 4C/Vol. III, respectively, with the Application.).

f) Valuation Report specifying the proposed Share Exchange Ratio and indicating the fair value of equity share (Annexure No. 6/Vol. III with the Application.).

g) Proposed Scheme of Merger (Annexure No. 3/Vol. II with the Application.).

h) Certificates of Statutory Auditors to the effect that accounting treatment proposed in the Scheme is in conformity with Section 133 of Companies Act, 2013 (Annexure No. 18C/Vol. IV with the Application.).

20. That the applicant companies have furnished the details of the Equity and Preference Shareholders, Secured Creditors and Unsecured Creditors along with their consent affidavits, as the case may be, as per the following detail:

21. The Ld. Counsel of the applicant companies thus prayed that Tribunal may be pleased to dispense with convening and holding of the meeting of the Equity Shareholders, the Preference Shareholder, the Secured and Unsecured Creditors of the Transferor Companies and Transferee Company.

22. Heard the arguments of the Learned Counsel for the Applicant Companies and perused the documents annexed with the Application.

23. Accordingly, the directions of this Bench in the present case are as under :-

i. In relation to the Transferor Company No. 1/ Applicant Company No.1:

a) The meeting of the Equity Shareholders of Transferor Company No.1 is dispensed herewith, keeping in view that Equity Shareholders constituting 99.54% of total value have given their consents by way of affidavits.

b) Since, there are no Secured Creditors in the Transferor Company No.1, the requirement of convening the meeting Secured Creditors does not arise.

c) The meeting of the Unsecured Creditors of the Transferor Company No.1, is dispensed herewith, keeping in view that all Unsecured Creditors have given their consents by way of affidavits.

ii. In relation to the Transferor Company No. 2/ Applicant Company No.2:

a) The meeting of the Equity Shareholders of Transferor Company No 2, is dispensed herewith, keeping in view that all Equity Shareholders have given their consents by way of affidavits.

b) Since, there are no Secured Creditors in the Transferor Company No 2, the requirement of convening the meeting Secured Creditors does not arise.

c) The meeting of the Unsecured Creditors of the Transferor Company No.2, is dispensed herewith, keeping in view that Unsecured Creditors constituting 99.94% of the total value have given their consents by way of affidavits.

iii. In relation to the Transferee Company No. 3/ Applicant Company No.3:

a) The meeting of the Equity Shareholders of Transferee Company, is dispensed herewith, keeping in view that Equity Shareholders constituting 99.99% of total value have given their consents by way of affidavits.

b) The meeting of the Preference Shareholders of Transferee Company is dispensed herewith, keeping in view that all Preference Shareholders have given their consent by way of affidavits.

c) Since, there are no Secured Creditors in the Transferee Company, the requirement of convening the meeting Secured Creditors does not arise.

d) The meeting of the Unsecured Creditors of the Transferee Company, is dispensed herewith, keeping in view that Unsecured Creditors constituting 99.89% of the total value have given their consents by way of affidavits.

24. In view of the above, the First Motion Application stands allowed by giving liberty to the Applicant Companies to file Second Motion Petition as per law, with a direction that the Applicant Company shall make specific prayer for sending notices to the (a) the Central Government through the office of the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi; (b) the Central Government through the office of the Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata; (c) the Registrar of Companies, Uttar Pradesh, Ministry of Corporate Affairs, Kanpur; (d) the Registrar of Companies, West Bengal, Ministry of Corporate Affairs, Kolkata; (e) The Official Liquidator, Uttar Pradesh, Allahabad; (f) The Official Liquidator, West Bengal, Kolkata; (g) the Income Tax Department by disclosing the PAN numbers of the Applicant Companies as mentioned in the Memo of Parties of the Application; and (h) Reserve Bank of India, Regional office Lucknow.

25. The Company Petition for confirmation of the Scheme is to be filed within the time period prescribed under the provisions of the Act and corresponding rules made thereunder.

26. The Transferor Company no.1/ Petitioner No.1 Company is directed to file an affidavit regarding latest status of the proceedings pending in the court of Ld. Chief Judicial Magistrate, Alipur, South 24 Parganas under Section 628 of Companies Act, 1956.

27. That appropriate prayer would also be made in the second motion petition for publication in newspaper.

28. With the aforesaid directions, the First Motion Application bearing CA (CAA) No.01/ALD/2023 connected with TP No.01/ALD/2023 is disposed off accordingly.

29. Certified copy of this order, if applied for, be supplied to the parties, subject to compliance with all requisite formalities.