1. The instant petition has been filed under section 230(6) read with section 232(3) of the Companies Act, 2013 (“ the”) for sanction of the Scheme of Amalgamation pursuant to the provisions of sections 230 to 232 and other applicable provisions of the Companies Act 2013 for amalgamation of Aradhana Commodeal Private Limited (Transferor Company 1), Everbright Commodities Private Limited (Transferor Company 2), Navnidhi Financial Advisory Private Limited(Transferor Company 3), Mayfair Marketing Private Limited (Transferor Company 4), Booster Agencies Private Limited (Transferor Company 5), Crossword Suppliers Private Limited (Transferor Company 6), Zeeland Acres Private Limited (Transferor Company 7), Dakshin Bharat Udyog Private Limited (Transferor Company 8), Noble Estates Private Limited (Transferor Company 9), JDL Investment Consultants Private Limited (Transferor Company 10), Annapurna Dealcom Private Limited (Transferor Company 11) with Noble International Private Limited (Transferee Company) and their respective shareholders and creditors. The Scheme provides for amalgamation from the Appointed Date, i.e., 01.04.2020 in the manner and on the terms and conditions stated therein.

2. It is stated that a separate petition has been filed with the National Company Law Tribunal, Chennai Bench as the registered offices of Zeeland Acres Private Limited (Transferor Company 7), Dakshin Bharat Udyog Private Limited (Transferor Company 8), Noble Estates Private Limited (Transferor Company 9) and Noble International Private Limited (Transferee Company) are situated in the state of Tamil Nadu and fall under the jurisdiction of that Bench.

3. The Petition has now come up for final hearing. Learned Authorised Representative for the petitioner companies submits as follows:-

(a) The Scheme was approved unanimously by the respective Board of Directors of the Petitioner Companies at their respective meetings held on 08.02.2021.

(b) The circumstances which justify and necessitate the Scheme, and the benefits of the same are, inter alia, as follows:-

(1) The Proposed amalgamation would simplify the management structure, leading to better administration and reduction in costs from more focused operation efforts, rationalisation, standardisation and simplification of business processes, and the elimination of duplication and rationalisation of administrative expenses.

(2) The proposed Scheme of amalgamation would lead to greater integration and financial strength for the amalgamated entity, which would result in maximising overall shareholder value, and will improve the financial position of the amalgamated entity.

(3) The Amalgamation would lead to greater and efficient use of infrastructure facilities and optimum utilisation of the available resources resulting in substantial reduction in statutory Compliances

(4) Simplification of group structure by eliminating multiple companies having similar objectives or business

(5) The restructuring and consolidation of inter-company shareholding shall benefit the shareholders in terms of value of the combined entity;

(c) The Statutory Auditors of the petitioner companies have by its certificates dated 08.03.2021 confirmed that the accounting treatment in the Scheme is in conformity with the Accounting Standards prescribed under section 133 of the Companies Act, 2013.

(d) No proceedings are pending under sections 210 to 227 of the Companies Act, 2013 against the Petitioners.

(e) The exchange ratio of shares in consideration of the Amalgamation has been fixed on a fair and reasonable basis and on the basis of the Report thereon of

M. Pragadeeshkanna, Registered Valuers.

(f) The petitioner companies are private companies and therefore their shares are not listed on any of the specified stock exchanges.

(g) By an order passed by this Tribunal 13.08.2021 in CA (CAA) No. 83/KB/ 2021, this Tribunal made the following directions with regard to meetings of shareholders and creditors under Section 230(1) read with Section 232(1) of the:-

Meetings dispensed:

Meeting of shareholders for considering the scheme were dispensed with in view of all Shareholders of the petitioner companies having given their consent to the Scheme by way of affidavit.

Meetings dispensed:

No requirement of Meetings: NIL Secured Creditors and NIL Unsecured Creditors of the petitioner companies verified by Auditor’s Certificate.

Meetings to be held:

No meeting is required to be held

(h) Thereafter, the Petitioners presented the instant petition for sanction of the Scheme.

(i) By an order dated 14.12.2021, the instant petition was admitted by this Tribunal and fixed for hearing on 28.01.2022 upon issue of notices to the Statutory Authorities and advertisement of date of hearing. In compliance with the said order dated 14.12.2021, the Petitioners have duly served such notices on the Central Government, through the Regional Director (Eastern Region), Ministry of Corporate Affairs, Kolkata, the Registrar of Companies, West Bengal and Official Liquidator, Kolkata on 17.01.2022 [via emails on 18.01.2022] and Income Tax authorities on 17.01.2022 [via email sent on 21.01.2022] having jurisdiction over the Petitioner Companies. The Petitioners have also published such advertisements once each in the

Financial Express (English) on 13.01.2022 and in Aajkal (Bengali) on 13.01.2022, both having circulation in the State of West Bengal. An affidavit of compliance duly affirmed 24.01.2022 has also been filed.

(j) All statutory formalities requisite for obtaining sanction of the Scheme have been duly complied with by the Petitioners. The Scheme has been made bona fide and is in the interest of all concerned.

4. Pursuant to the said advertisements and notices, the Regional Director, Ministry of Corporate Affairs, Kolkata (“RD”) and Official Liquidator, High Court at Calcutta, have filed their representations before this Tribunal.

5. The Official Liquidator has filed his report dated 24.01.2022 and concluded as under:-

“That the Official Liquidator has not received any complaint against the proposed Scheme of Arrangement from any person/party interested in the Scheme in any manner till the date of filing of this Report.”

“That the Official Liquidator on the basis of information submitted by the petitioner companies is of the view that the affairs of the aforesaid Transferor Companies do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest as per the provisions of the Companies Act,1956/Companies Act,2013 whichever is applicable.”

6. The Regional Director (Eastern Region), Ministry of Corporate Affairs, Kolkata has filed his reply affidavit dated 19.04.2022 via email (“RD affidavit”) which has been dealt with by the Petitioners by their Rejoinder affidavit dated 20.04.2022 (“Rejoinder”). The observations of the Regional Director and responses of the Petitioners are summarised as under:-

(1) Paragraph No. 2(b) of RD Affidavit states that the representation of the Central Government is in respect of Transferor Companies namely Aradhana Commodeal Private Limited, Everbright Commodities Private Limited, Navnidhi Financial Advisory Private Limited, Mayfair Marketing Private Limited, Booster Agencies Private Limited, Crossword Suppliers Private Limited, JDL Investment Consultants Private Limited and Annapurna Dealcom Private Limited, all are transferor companies in the proposed Scheme and registered under the jurisdiction of this Deponent.

Paragraph No. 2(c) of RD Affidavit states that it is submitted that on examination of the report of the Registrar of Companies, West Bengal, it appears that no complaint and /or representation rcgarding the proposed Scheme of Amalgamation has been received against the Petitioner Companies falling under the jurisdiction of ROC,WB, Further, as per available rccords, all the petitioner companies falling under the jurisdiction of ROC,WB are updated in filing their Statutory Returns.

Paragraph No. 4(i) of Rejoinder states that “that these are a matter of record”

(2) Paragraph No. 2(d) of RD Affidavit states that Petitioner company should undertake to comply with the provisions of section 232(3)(i) of the Companies Act,2013 through appropriate affirmation.

Paragraph No. 4(ii) of Rejoinder states that “if the Authorised Share Capital is enhanced to an amount by which after set-off of fees paid by the Transferor Companies on enhanced Authorised Share Capital is payable by the Transferee Company then it will be paid as per the provisions of section 232(3)(i) of the Companies Act, 2013 read with relevant applicable Rules and other applicable provisions of the, as per clause 12.3 of the said Scheme”.

(3) Paragraph No. 2(e) of RD Affidavit states that the Transferee Company should be directed to pay applicable stamp duty on the transfer of the immovable properties from the Transferor Companies to it.

Paragraph No. 4(iii) of Rejoinder states that “Transferee Company undertakes to pay applicable stamp duty on the transfer of immovable properties, if any”

(4) Paragraph No. 2(f) of RD Affidavit states the Hon'ble Tribunal may kindly direct the Petitioners to file an affidavit to the extent that the Scheme enclosed to the Company Application and Company Petition are one and same and there is no discrepancy or no change is made.

Paragraph No. 4(iv) of Rejoinder states that “the Transferor Companies 1, 2, 3, 4, 5, 6,10 and 11 undertakes that Scheme enclosed to the Company Application and Company Petition are one and the same and there are no discrepancy/ changes made”.

(5) Paragraph No. 2(g) of RD Affidavit states that It is submitted that as per instruction to the Ministry of Corporate Affairs, New Delhi, a copy of the scheme was forwarded to the Income Tax Department on 02/11/2021 for their views/observation in the matter. However the same is still awaited.

Paragraph No. 4(v) of Rejoinder states that “the Transferor Companies 1,2,3,4,5,6,10 and 11 submit that a copy of the scheme have been served by the petitioner companies to all the Income Tax Authorities as required and an affidavit of service in this regard had also been filed before the Tribunal and that the petitioner has not received any comments, observation or objection from Income Tax Department till date.”

7. Having heard the submissions made by the learned authorized representative appearing for the Petitioner, RD through its representative and upon perusing the records and documents in the instant proceedings, we allow the petition and make the following orders:-

(a) The Scheme of Amalgamation mentioned in paragraph 1 of this petition, being Annexure "A-1" hereto, is hereby sanctioned by this Tribunal with Appointed Date fixed as 1st April 2020, and the same shall be binding on Aradhana Commodeal Private Limited (ACPL / Transferor Company 1), Everbright Commodities Private Limited (Transferor Company 2), Navnidhi Financial Advisory Private Limited (Transferor Company 3), Mayfair Marketing Private Limited (Transferor Company 4), Booster Agencies Private Limited (Transferor Company 5), Crossword Suppliers Private Limited (Transferor Company 6), JDL Investment Consultants Private Limited (Transferor Company 10), Annapurna Dealcom Private Limited (Transferor Company 11) and their Shareholders and all concerned, subject to the scheme being sanctioned by the NCLT Chennal Bench having jurisdiction in respect of the Non- petitioner companies.

(b) All the properties, rights and interest of the Transferor Companies nos. 1,2,3,4,5,6,10 and 11 be transferred to and vested in without further act or deed in Transferee Company and accordingly the same shall pursuant to Section 232 of the Companies Act, 2013 and read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 be transferred to and vested in the Transferee Company for all the estate and interest of the Transferor Companies but subject nevertheless to all charges, now affecting the same as provided in the Scheme;

(c) All the liabilities and duties of the Transferor Companies 1,2,3,4,5,6,10 and 11 be transferred without further act or deed to the Transferee Company and accordingly the same shall pursuant to section 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 be transferred to and become the liabilities and duties of the Transferee Company as provided in the Scheme.

(d) All the employees of the Transferor Companies 1,2,3,4,5,6,10 and 11 shall be engaged by the Transferee Company, as provided in the Scheme.

(e) All the proceedings and/or suit appeals now pending by or against the Transferor Companies 1,2,3,4,5,6,10 and 11 shall be continued by or against the Transferee Company as provided in the Scheme;

(f) The Transferee Company do issue and allot Shares to the Shareholders of the Transferor Companies 1,2,3,4,5,6,10 and 11 as envisaged in the said Scheme of Amalgamation and for that, if necessary, to increase the Authorised Share Capital;

(g) Leave is granted to file the Schedule of Assets and Liabilities of the Transferor Companies 1,2,3,4,5,6,10 and 11 in the form as prescribed in the Schedule to Form No.CAA7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 within three weeks from the date of the order to be made herein;

(h) The Transferor Companies 1,2,3,4,5,6,10 and 11 shall stand dissolved from the Appointed Date without winding up upon the scheme coming into effect.

(i) The Transferor Companies 1,2,3,4,5,6,10 and 11 do each within thirty days of the date of the receipt of this order, cause a certified copy to be delivered to the jurisdictional Registrar of Companies for registration.

(j) Any person interested be at liberty to apply to this Tribunal in the above matter for any direction that may be necessary.

8. The Petitioners shall supply legible print out of the scheme and schedule of assets and liabilities in acceptable form to the Registry and the Registry will, upon verification, append such printout, to the certified copy of the order.

9. CP (CAA) No.193/KB/2021 is disposed of accordingly.

10. Urgent certified copy of this order, if applied or, be supplied to the parties, subject to compliance with all requisite formalities.