"Page 1 of 18 CA (CAA) No.44/Chd/Hp/2023 (1st Motion) THE NATIONAL COMPANY LAW TRIBUNAL CHANDIGARH BENCH(COURT-II), CHANDIGARH CA (CAA) No.44/Chd/HP/2023 (1st Motion) Under Sections 230 to 232 read with applicable provisions of the Companies Act, 2013 IN THE MATTER OF SCHEME OF ARRANGEMENT OF: AIPL Zorro Pvt. Ltd. with its registered office at Flat no. A-102, Block A, High Valley Apartments Barotiwala, Kasauli, Solan-174103 Himachal Pradesh PAN: AAICA5710E CIN: U24100HP2010PTC010251 …Applicant Company No.1/Demerged Company no. 1 Ajit Industries Pvt. Ltd. with its registered office at Flat no. A-102, Block A, High Valley Apartments Barotiwala, Kasauli, Solan- 174103 Himachal Pradesh PAN: AACCA4913D CIN: U33112HP1998PTC010250 …Applicant Company No.2/Resulting Company No.1/ Demerged Company No. 2 And AIPL Warehousing Pvt. Ltd. with its registered office at Kila No. 4/18/2/2, 19/1/2, 1, Village Nizampur Khurd, Kharkhoda, Sonipat-131402, Haryana PAN: AAZCA2407K CIN: U52109HR2023PTC114240 …Applicant Company No.3/Resulting Company No. 2 Order delivered on: 10.01.2024 Page 2 of 18 CA (CAA) No.44/Chd/Hp/2023 (1st Motion) Coram: HON’BLE DR. P.S.N. PRASAD, MEMBER (JUDICIAL) HON’BLE MR. UMESH KUMAR SHUKLA, MEMBER (TECHNICAL) Present: - For the Applicant Companies: Mr. Kartikeya Goel, Advocate Per: Dr. P.S.N. Prasad, Member (Judicial) Mr. Umesh Kumar Shukla, Member (Technical) ORDER 1. This is a First Motion Joint Application filed by Applicant Companies namely; AIPL Zorro Pvt. Ltd. (for short hereinafter referred to as Applicant Company No.1/ Demerged Company No.1) and Ajit Industries Pvt. Ltd. (for short hereinafter referred to as Applicant Company No.2/ Resulting Company No.1/ Demerged Company No.2) and AIPL Warehousing Pvt. Ltd. (for short hereinafter referred to as Applicant Company No.3 / Resulting Company No. 2) under Section 230 and 232 of the Companies Act, 2013 read with Section 52 and 66 of the Companies Act 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (the Rules), National Company Law Tribunal Rules, 2016 and other applicable provisions, if any, in connection with the composite Scheme of Arrangement between the Applicant Companies. The said Scheme is attached as Annexure A-5 of the Application. 2. It is submitted in the petition that the registered office of the Applicant Company No.1 and Applicant Company No.2 is Flat no. A-102, Block A, High valley apartments, Barotiwala, Kasauli, Solan-174103, Himachal Pradesh and therefore, it is under the territorial jurisdiction of this bench., It is further submitted that the registered office of Applicant Company No.3 is Kila No.4/18/2/2, 19/1/2, 1, Village Nizampur Khurd, Page 3 of 18 CA (CAA) No.44/Chd/Hp/2023 (1st Motion) Kharkhoda, Sonipat-131402, Haryana and therefore, it is under the territorial jurisdiction of this bench. 3. The Applicant Companies have prayed for dispensing with the requirement for convening the meeting of ‘Class A’ equity shareholders and ‘Class B’ equity shareholders of the Applicant Company No.1 in view of the consent affidavits given on 29.08.2023 by 2 out of 2 ‘Class A’ equity shareholders as per list of ‘Class A’ equity shareholders as on 28.08.2023 and 6 out of 6 ‘Class B’ equity shareholders as per list of ‘Class B’ equity shareholders as on 28.08.2023 holding 100% of the shareholding. The Applicant Companies have also prayed for dispensing with the requirement for convening the meeting of ‘Class A’ equity shareholders of the Applicant Company No.2 in view of the consent affidavits given on 29.08.2023 by 2 out of 2 ‘Class A’ equity shareholders as per list of ‘Class A’ equity shareholders as on 28.08.2023 holding 100% of the shareholding. The Applicant Companies have further prayed for dispensing with the requirement for convening the meeting of equity shareholders of the Applicant company no. 3 in view of the consent affidavits given on 29.08.2023 by 2 out of 2 equity shareholders as per list of equity shareholders as on 28.08.2023 holding 100% of the shareholding. 4. It is also prayed for dispensing with the requirement of convening the meeting of secured and unsecured creditors of the Applicant company no. 3 as it does not have any secured creditor as per list of secured creditors as on 28.08.2023 and 1 out of 1 unsecured creditor as per list of unsecured creditors as on 28.08.2023 have given their consent to the scheme and towards dispensing with their meetings. 5. It is further prayed to issue directions for convening the separate meetings of the secured creditors and unsecured creditors of Applicant Companies No.1 and 2 and publication of notices for the same in “The Indian Express” (English, Chandigarh Edition) and “Dainik Bhaskar” (Hindi, Chandigarh & Himachal Pradesh Edition) and for direct Page 4 of 18 CA (CAA) No.44/Chd/Hp/2023 (1st Motion) dispatch of notices of the proposed meetings by Speed Post or Registered Post or courier or by hand or through e-mail or in such other manner. 6. The Applicant Company No.1 is presently engaged in import and trading of self- adhesive industrial tapes, hardware and auto care products, converting of abrasive products and other related activities. Apart from the aforesaid core business activities, it is also engaged in warehousing and logistics business and owns a warehouse in Bhiwandi in the State of Maharashtra. The detailed objects of the Applicant Company No.1 are briefly stated as below: “A. Main Objects: 1. To manufacture, produce, process, pack, repack, Import, export, buy, sell whether as retailers or wholesalers, suppliers, indenters, bottlers, movers, preservers, stockists, agents, subagents, merchants, distributors, consignors, jobbers, brokers, concessionaires or otherwise deal in all kinds of adhesive, sealants, abrasives, car care products, water proofing compounds, adhesives, spray paints, thinner, hardware fittings, sanitary fittings, hardware items, construction Items, construction chemicals, self-adhesive tapes, lubricants/Grease/additives, Car/Vehicle accessories, stationery Items, electrical goods and any other product that the company may deem fit. 2. To join or assist or Joint venture with the other company, firm, association, society or any other legal entity whether in India or overseas entity in transfer of any technology or create manufacturing unit for selling the finished goods jointly or severally and to render services pertaining to foreign collaboration, project formulation and to act as representative/ agents of any domestic or foreign company for the purpose of such technology transfer. B. Other Objects: The Company has also adopted, inter alia, the following sub-clause of the Other Objects Clause of its Memorandum of Association: 5. To purchase or otherwise acquire, build, carry out, equip, maintain, alter, improve, develop, manage, work, control and superintend any plants, warehouse, sheds, offices, shops, stores, buildings, machinery apparatus, labour lines, and houses, warehouses, and such other works and conveniences necessary for carrying on the main business of the Company.” 7. The Applicant Company No.2 is presently engaged in manufacturing, marketing and trading of various types of pressure sensitive self-adhesive industrial tapes and die-cuts and other related activities. The company has also diversified into warehousing and Page 5 of 18 CA (CAA) No.44/Chd/Hp/2023 (1st Motion) logistics business. It has a large warehousing facility in Sonipat in Delhi NCR. The main objects of the Applicant Company No. 2 are briefly stated as below: “A. Main Objects: 1. To manufacture, do and carry on the business of all kinds of self- adhesive tapes, various kinds of strappings, cable ties, tag pins, labels and various types of industrial and medical use. 2. To s and trade in the field of all kinds of plastics products including moulded products, all kinds of rubber products various types of chemicals, dyes, solvents, varnishes, paper products, all kinds of labelling machines, all kinds of packaging machines, various kinds of adhesive, gums and raw materials of all these products. 3. To import and export of all kinds of tapes, strappings, cable accessories including cable ties, garment accessories including tag pins, labels, all kinds of plastics and products thereof including moulded products, rubber products various types of chemicals, dyes, solvents, varnishes, paper products labelling machines, packaging machines, various kinds of adhesive, gums and raw materials of all these products. 4. To carry on the business of all kinds of consultants and/or agents in the field of all kinds of tapes, strappings, cable accessories including cable ties, all kinds of garment accessories including tag pins, labels, plastics products and moulded products, rubber products, various types of chemicals, dyes, solvents, varnishes, paper products, labelling machines, packaging machines, various kinds of adhesive, gums and raw materials of all these products. B. Other Objects: The Company has also adopted, inter alia, the following sub-clause of the Other Objects Clause of its Memorandum of Association: 5. To purchase or otherwise acquire, build, carry out, equip, maintain, alter, improve, develop, manage, work, control and superintend any plants, warehouse, sheds, offices, shops, stores, buildings, machinery, apparatus, labour lines, and houses, warehouses, and such other works and conveniences necessary for carrying on the main business of the Company.” 8. The Applicant Company No.3 is presently incorporated on 18.08.2023 to carry on warehousing and logistics business and other related activities. The main objects of the Applicant Company No.3 are set out in the Memorandum of Association and are briefly stated as below: “Main Objects: 1. To carry on the business for rendering services of Logistics and warehousing by taking storage place(s) on rent or acquisition(s) Page 6 of 18 CA (CAA) No.44/Chd/Hp/2023 (1st Motion) 2. To carry on the business of Storage, Warehousing, transportation, shipment booking, clearing of goods, passengers, cargo and freight carriers of personal property of every description from and partly by land and partly by air weather in airplanes, aircraft, airlines, spacecraft, helicopters, gliders, auto vehicles, plying on surface, luxury coaches, rail road, locomotives, railways, ship steamers, liners, vessels, sub marine boats, ferries yacht be-planes, or by using vehicles appropriate for the carriage of the passengers, luggage and goods. 3. To act as cargo and freight agents, travel agents, contractors, ship agents, consultants and general sales agents for any of the airlines, steam ship companies, railways, transport companies or any other person. 4. To carry on in India or any part of the world, the business of handling inward and outward logistics activities.” 9. The purpose and rationale of the Scheme as pleaded by the applicant companies is reproduced below: “Rationale and benefits of the Scheme: The circumstances which justify and/or necessitate the proposed Composite Scheme of Arrangement of AIPL Zorro Pvt Ltd, Ajit Industries Pvt Ltd and AIPL Warehousing Pvt Ltd; and benefits of the proposed Demerger of Import, Converting and Trading Business of AIPL Zorro Pvt Ltd Into Ajit Industries Pvt Ltd [Demerger-1]; and the proposed Demerger of Warehousing and Logistics Business of Ajit Industries Pvt Ltd into AIPL Warehousing Pvt Ltd [Demerger-2], as perceived by the Board of Directors of these Companies, to the Shareholders and other stakeholders are, Inter alia, given below: i. Ajit Industries Pvt Ltd is the Flagship Company of the Group engaged in manufacturing, marketing and trading of various types of pressure sensitive self-adhesive industrial tapes and Die-Cuts; and other related activities. Apart from the aforesaid core business, the Company has also diversified into warehousing and logistics business. Ajit Industries has a large warehousing facility in Sonipat, In Delhi NCR. ii. AIPL Zorro Pvt Ltd is engaged in import and trading of self- adhesive industrial tapes, hardware and auto care products, converting of abrasive products and other related activities. Apart from the aforesaid core business activities, Zorro is also engaged in warehousing and logistics business and owns warehouse in Bhiwandi in the State of Maharashtra. iii. Indian Economy is growing with impressive pace. Growth in Manufacturing and Trading Sectors including e-commerce, have created a huge demand for warehousing facilities and logistics business. iv. To utilise the business opportunities and to accelerate the growth of its various business segments, the Management is proposing to streamline the aforesaid business activities in the following manner: Page 7 of 18 CA (CAA) No.44/Chd/Hp/2023 (1st Motion) a. To consolidate the entire core business of manufacturing, import and trading of various types of self-adhesive industrial tapes and related activities through Demerger of import and trading of self-adhesive industrial tapes, hardware and auto care products, converting of abrasive products and other related activities of AIPL Zorro Pvt Ltd into Ajit Industries Pvt Ltd. b. To hive off warehousing facilities and logistics business of Ajit Industries Pvt Ltd into a separate company through Demerger of warehousing and logistics business of Ajit Industries Pvt Ltd into AIPL Warehousing Pvt Ltd. v. On Implementation of the proposed restructuring, Ajit Industries Pvt Ltd will have the entire manufacturing, import and trading business. Whereas AIPL Zorro Pvt Ltd and AIPL Warehousing Pvt Ltd will focus on their respective warehousing facilities and logistics business in Maharashtra and Delhi NCR regions, respectively. vi. The proposed Demerger will enable all the three Companies to raise necessary funds, invite strategic Investors and other stakeholders for their respective businesses. vii. The proposed Demerger will enable AIPL Zorro Pvt Ltd and AIPL Warehousing Pvt Ltd to develop and grow their respective warehousing facilities and logistics business through better management focus and by adopting business specific strategies. viii. The proposed Scheme of Arrangement will provide better management focus, facilitate administrative convenience and ensure optimum utilization of various resources in the respective business of these three Companies. ix. The proposed Demerger will provide scope for Independent expansion of the respective businesses. It will strengthen, consolidate and stabilize the business of these Companies and will facilitate further expansion and growth of their business. x. The proposed Demerger will have beneficial impact on the three Companies, their shareholders, employees, and other stakeholders and all concerned. The Scheme of Arrangement is proposed for the aforesaid reasons. The Board of Directors and Management of the Demerged Company No. 1, the Resulting Company No1/Demerged Company No. 2 and the Resulting Company No. 2 are of the opinion that the proposed Scheme is in the best interest of these Companies, their Shareholders and other stakeholders.” 10. It is stated in the petition that the Board of Directors of the Applicant Companies vide their respective Board resolutions dated 28.08.2023 have considered and unanimously approved the proposed scheme subject to the approval of the creditors and the sanctioning of the same by this Tribunal. The certified true copy of the Board Resolution approving the scheme of the Applicant Companies is attached as Annexure A-1/5, Annexure A-2/5 and Annexure A-3/4 respectively of the application. Page 8 of 18 CA (CAA) No.44/Chd/Hp/2023 (1st Motion) 11. The appointed date of the Scheme as mentioned in the Clause 1.3 of Scheme of Arrangement is defined as, “Appointed Date means commencement of business on 1st September, 2023 or such other date, as may be decided by the Board of directors of Applicant Companies with the approval of the Hon’ble NCLT or such other date as the Hon’ble NCLT or any other competent authority may approve”. The Scheme of Arrangement is attached as Annexure-A-5 of the application. 12. It is stated that the Applicant Company No.1 has filed the audited financial statements for the year ended 31.03.2022, which are annexed as Annexure A-1/2 of the application and provisional financial statement for the period ending 28.02.2023 which is annexed as Annexure A- 1/3 of the application. 13. It is stated that the Applicant Company No.2 has filed the audited financial statements for the year ended 31.03.2022 and provisional financial statements for the period ending 28.02.2023, which are attached as Annexure-A-2/2 and Annexure-A-2/3 respectively, of the application. 14. It is stated that the Applicant Company No.3 has filed the provisional financial statements for the period ending 24.08.2023, which are attached as Annexure-A-3/2, of the application. 15. It is submitted that the certificate issued by the statutory auditors, confirming the compliance of the accounting treatment for the Applicant Company No.1, Applicant Company No.2 and Applicant Company No.3 have been annexed as Annexures A-6 of the application. 16. It is further submitted that as per Fairness Report/ Share Exchange Ratio Report dated 26.08.2023 issued by Ms. Mallika Goel, Registered Valuer bearing registration No. Page 9 of 18 CA (CAA) No.44/Chd/Hp/2023 (1st Motion) IBBI/RV/11/2022/14784 and attached as Annexure-A-4, the Share Exchange Ratio is as below: “9.1 For Demerger-1: The Resulting Company No. 1- Ajit Industries Pvt Ltd will issue 91 (ninety-one) 'Class A Equity Share of 10 each, credited as fully paid up, to all the 'Class A Equity Shares of 10 each of the Demerged Company No. 1 for every 1,000 (one thousand) 'Class A' Equity Share of *10 each held in the Demerged Company No1 - AIPL Zorro Pvt Ltd. The Resulting Company No. 1- Ajit Industries Pvt Ltd will issue 91 (ninety-one) 'Class B' Equity Share of 10 each, credited as fully paid up, to all the 'Class B’ Equity Shares of 10 each of the Demerged Company No. 1 for every 1,000 (one thousand) ‘Class B’ Equity Share of 10 each held in the Demerged Company No. 1 - AIPL Zorro Pvt Ltd. Any fraction of share arising out of the aforesaid share exchange process, if any, will be rounded off to the nearest whole number 9.2 For Demerger-2: The Resulting Company No2- 9.2 For Demerger-2: AIPL Warehousing Pvt Ltd will issue 1 (one) ‘Class A’ Equity Share of 10 each, credited as fully paid up to all the 'Class A’ Equity Shares of 10 each of the Demerged Company No2 for every 10 (ten) 'Class A’ Equity Share of 10 each held in the Demerged Company No2 - Ajit Industries Pvt Ltd. The Resulting Company No. 2- AIPL Warehousing Pvt Ltd will issue 1 (one) 'Class B’ Equity Share of 10 each, credited as fully paid up, to all the 'Class B’ Equity Shares of 10 each of the Demerged Company No2 for every 10 (ten) ‘Class B’ Equity Share of 10 each held in the Demerged Company No2 - Ajit Industries Pvt Ltd. It is clarified that for the purpose of the Demerger-2, post-Demerger-1 list of Shareholders of the Demerged Company No2 will be taken into consideration after giving effect to allotment of shares by the Demerged Company No. 2/the Resulting Company No. 1 to the Shareholders of the Demerged Company No. 1 pursuant to Demerger-1. Any fraction of share arising out of the aforesaid share exchange process, if any, will be rounded off to the nearest whole number.” 17. The authorised signatories of Applicant Companies have deposed in para 26 that none of the Applicant Companies are regulated by the Reserve Bank of India (RBI), the Securities and Exchange Board of India (SEBI), the Competition Commission of India (CCI) or any other sectoral regulator or regulatory Authority. The affidavits of the authorised signatories are attached as Annexure A-7 with the application confirming non-regulation by CCI. Page 10 of 18 CA (CAA) No.44/Chd/Hp/2023 (1st Motion) 18. As per the petition, Scheme (Annexure-A-5) refers to the services and benefits of employees of the Applicant Companies, by virtue of Clause 2.7 and 3.7 of the Scheme. 19. Further, the petition mentions the procedure of continuity and institution of legal proceedings as proposed under Clause 2.3 and Clause 3.3 of the Scheme of Arrangement 20. The Applicant Companies has furnished the following documents - ● Certificate of Incorporation along with Memorandum and Articles of Association of the Applicant Companies 1, 2 and 3 and its Master Data as available on the MCA/ROC (Annexure-A-1/1, A-2/1 and A-3/1 respectively of the application). ● Audited Financial Statement for the years ending 31.03.2022 and the provisional statement for period ending 28.02.2023 of the Applicant company No. 1 (Annexure-A-1/2 and A-1/3 of the application). ● List of Board of Directors of Applicant Company No. 1 (Annexure-A-1/4 of the application) ● Extracts of the Board Minutes dated 28.08.2023 of Applicant Company No.1 unanimously approving the Scheme of Arrangement (Annexure-A-1/5 of the application) ● List of ‘Class A’ Equity Shareholders of the Applicant Company No.1 as on 28.08.2023 duly certified by the Statutory Auditors and their consent affidavits (Annexure- A-1/6 of the application). ● List of ‘Class B’ Equity Shareholders of the Applicant Company No.1 as on 28.08.2023 and their consent affidavits (Annexure- A-1/7 of the application). ● List of Secured Creditors as well as unsecured creditors of the Applicant Company No. 1 as on 28.02.2023 along with their consent affidavits. (Annexure A-1/8 and A-1/9 respectively of the application). ● Certificate from the Chartered Accountants with respect to the status of the ‘statutory and other dues’ in Applicant Company No. 1 (Annexure-A-1/10 of the application) ● Audited Financial statement for the years ending 31.03.2022 and the Provisional Financial Statements for the period ended on 28.02.2023 of the Applicant Company No. 2 (Annexure-A-2/2 and A-2/3 of the application). ● List of Board of Directors of Applicant Company No. 2 (Annexure-A-2/4 of the application) Page 11 of 18 CA (CAA) No.44/Chd/Hp/2023 (1st Motion) ● Extracts of the Board Minutes dated 28.08.2023 of Applicant Company No. 2 unanimously approving the Scheme of Arrangement (Annexure-A-2/5 of the application) ● List of ‘Class A’ Equity Shareholders of Applicant Company No.2 as on 28.08.2023 and their consent affidavits (Annexure-A-2/6 of the application) ● List of Secured and Unsecured Creditors of the Applicant Company No.2 as on 28.08.2023 certified by the Chartered Accountant along with their consent affidavits. (Annexure A-2/7 and Annexure A-2/8 respectively of the application). ● Certificate from the Chartered Accountants with respect to the status of the ‘statutory and other dues’ in Applicant Company No. 2 (Annexure-A-2/9 of the application) ● Provisional Financial Statements for the period ended on 24.08.2023 of the Applicant Company No.3 (Annexure-A-3/2 of the application). ● List of Board of Directors of Applicant Company No.3 (Annexure-A-3/3 of the application) ● Extracts of the Board Minutes dated 28.08.2023 of Applicant Company No.3 unanimously approving the Scheme of Arrangement (Annexure-A-3/4 of the application) ● List of Shareholders of Applicant Company No.3 as on 28.08.2023 and their consent affidavits (Annexure-A-3/5 of the application) ● Nil list of Secured Creditors of the Applicant Company No.3 as on 24.08.2023 duly certified by the Chartered Accountants. (Annexure A-3/6 of the application). ● List of Unsecured Creditors of the Applicant Company No.3 as on 28.08.2023 certified by the Chartered Accountant along with their consent affidavits. (Annexure A-3/7 of the application). ● Report on Valuation of shares and Share Exchange Ratio Report by Ms. Mallika Goel, the IBBI Registered Valuer, in respect of Securities or Financial Assets. (Annexure-A-4 of the application). ● Composite Scheme of Arrangement (Annexure-A-5 of the application). ● Certificates from the respective Statutory Auditors of Applicant Companies on the accounting treatment as proposed in Scheme of Arrangement is annexed as Annexure-A-6 of the application. ● Certificate from the Statutory Auditors confirming that the proposed scheme of arrangement does not attract the provisions of the Competition Act, 2002. (Annexu7re A-7 of the application) Page 12 of 18 CA (CAA) No.44/Chd/Hp/2023 (1st Motion) 21. The Applicant Companies have furnished the details of the Shareholders, Secured Creditors and Unsecured Creditors as follow: Name of the Applicant Companies Shareholders along with their consent on affidavit Creditors along with their consents on affidavit Equity Shareholder s Consents submitted on affidavit Secured Creditors Consents submitted on affidavit Unsecured Creditors Consents submitted on affidavit Applicant Company No.1/ Demerged Company no. 1 2 Class ‘A’ equity shareholders and 6 Class ’B’ equity shareholders 2 Class ‘A’ equity shareholders and 6 Class ‘B’ equity shareholders in number and 100% in value 2 N/A meeting to be convened 159 N/A meeting to be convened Applicant Company No.2/ Resulting Company No.1/ Demerged Company No. 2 2 Class ‘A’ equity shareholders 2 Class ‘A’ equity shareholders in number and 100% in value 4 N/A meeting to be convened 317 N/A meeting to be convened Applicant Company No.3/ Resulting Company No. 2 2 2 in number 100% in value 0 N/A 1 1 in number 100% in value 22. Accordingly, the directions of this Bench in the present case are as under: I. The appointed date of the Scheme shall be as 01.04.2024. II. The meeting of ‘Class A’ equity shareholders and ‘Class B’ equity shareholders of the applicant company no. 1 is dispensed with keeping in view of the consent affidavits given on 29.08.2023 by 2 out of 2 ‘Class A’ equity shareholders as per list of ‘Class A’ equity shareholders as on 28.08.2023 and 6 out of 6 ‘Class B’ equity shareholders as per list of ‘Class B’ equity shareholders as on 28.08.2023 holding 100% of the shareholding to the proposed scheme. The meeting of ‘Class A’ equity shareholders of the Applicant company no. 2 is dispensed with keeping in view of the consent affidavits given on 29.08.2023 by 2 out of 2 ‘Class A’ equity shareholders as per list of ‘Class A’ equity Page 13 of 18 CA (CAA) No.44/Chd/Hp/2023 (1st Motion) shareholders as on 28.08.2023 holding 100% of the shareholding to the proposed scheme. The meeting of equity shareholders of the Applicant company no. 3 is dispensed with keeping in view of the consent affidavits given on 29.08.2023 by 2 out of 2 equity shareholders as per list of equity shareholders as on 28.08.2023 holding 100% of the shareholding to the proposed scheme. III. The meeting of the secured creditors of Applicant company 3 and the requirement of issue and publication of notices is dispensed with keeping in view that it does not have any secured creditor as per list of secured creditors as on 28.08.2023. IV. The meeting of the unsecured creditors of Applicant company 3 and the requirement of issue and publication of notices is dispensed with keeping in view that unsecured creditors of Applicant company 3 as per list of unsecured creditors as on 28.08.2023 (comprising 100% in value and 1 in number) have given their consent to the scheme and towards dispensing with their meeting. V. The separate meeting of the secured and Unsecured Creditors of the Applicant Company 1 and Applicant company 2 be convened as prayed for on such date, time and venue either personally/physically or through video conferencing with facility of remote e-voting, as may be decided by the Chairperson with the consent of Alternate Chairperson and Scrutiniser subject to individual notice of the meeting being issued. VI. The quorum for the meeting of the secured creditors of Applicant Company No. 1 shall be 1 in number or 40% in value of the secured Creditors. Page 14 of 18 CA (CAA) No.44/Chd/Hp/2023 (1st Motion) VII. The quorum for the meeting of the secured creditors of Applicant Company No. 2 shall be 2 in number or 40% in value of the secured Creditors. VIII. The quorum for the meeting of the unsecured creditors of Applicant Company No. 1 shall be 64 in number or 40% in value of the unsecured Creditors. IX. The quorum for the meeting of the unsecured creditors of Applicant Company No. 2 shall be 127 in number or 40% in value of the unsecured Creditors. X. In case the required quorum as noted above for the meetings is not present at the commencement of the meeting, the meeting shall be adjourned by 30 minutes and thereafter the persons present and voting shall be deemed to constitute the quorum. XI. Mr. Atul V. Sood, Advocate, Address: P-1708/2000, House No. 3273, Sector 15-D, Chandigarh, 160015, Mobile No. 9815992288, email atulvsood@gmail.com, is appointed as the Chairperson for the meeting to be called under this order. An amount of ₹1,00,000/- (Rupees One Lakhs Only) be paid for his services as the Chairperson. XII. Mr. Mohit Chawla, FCA, Address- Unit No. 203-204, Second floor, Elante Offices, Industrial Area, Phase 1, Chandigarh, India, Mobile No. 9888003303, e-mail id: camohitchawla@gmail.com, is appointed as the Alternate Chairperson for the meeting to be called under this order. An amount of ₹75,000/- (Rupees Seventy Thusand Only) be paid for his services as the Alternate Chairperson. XIII. Mr. Nikhil Kalra, Company Secretary, Address: National Properties, 3rd floor, I- Block Market, Sarabha Nagar, Ludhiana Mobile No. 9888406780, email csnikhilkalra@gmail.com, is appointed as the Scrutinizer for the meeting to be Page 15 of 18 CA (CAA) No.44/Chd/Hp/2023 (1st Motion) called under this order. An amount of Rs.50,000/- (Rupees Fifty Thousand only) be paid for his services as the scrutinizer. XIV. The fee of the Chairperson, Alternate Chairperson and Scrutinizer and other out of pocket expenses for them shall be borne by the Applicant Companies jointly. XV. The Applicant company no. 1 and Applicant company no. 2 is required to serve the notices to the secured and unsecured creditors of the Applicant company 1 and Applicant company 2 as discussed in Para V above, through courier or speed post or registered post, or through courier or e-mail, 30 days in advance before the schedule date of meeting, indicating the day, date, the place and time as aforesaid, together with a copy of the Scheme, copy of explanatory statement with Valuation Report, copy of this order and any other documents as may be prescribed under the Act as per the list of creditors as on the date of passing of this Order in the same manner as the notices are to be served to various authorities as per Section 230(5) of the Companies Act, 2013 read with Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. XVI. It is directed that the audited accounting statement of Applicant Companies as on 31.03.2023 and the provisional accounting statement on a subsequent date in terms of Section 232 (2) (e) of the Act be also circulated for the aforesaid meeting. XVII. It is also directed that along with the notices, Applicant Companies shall also send, statements explaining the effect of the scheme on the creditors, key managerial personnel, promoters and non-promoter members etc. along with Page 16 of 18 CA (CAA) No.44/Chd/Hp/2023 (1st Motion) effect of the scheme of arrangement on any material interests of the Directors of the Company or the debenture trustees, if any, as provided under sub- section (3) of Section 230 of the Act. XVIII. That the Applicant Companies shall publish advertisement with a gap of at least 30 clear days before the aforesaid meeting, indicating the day, date and place and the time of meeting as aforesaid, in Newspapers having wide circulation in the area where the registered office of the applicant companies are situated namely “Hindustan Times” (English) and “Tribune” (English) and “Dainik Bhaskar” (Hindi). It be stated in the advertisement that the copies of “Scheme”, the Explanatory Statement required to be published pursuant to Section 230 to 232 of the Act. The Applicant Companies shall also publish the notice on its website, if any. XIX. It shall be the responsibility of the Applicant Companies to ensure that the notices are sent under the signature and supervision of the authorized representative of the company on the basis of Board resolutions and that they shall file their affidavits in the Tribunal at least ten days before the date fixed for the meeting. XX. Voting shall be allowed on the “Scheme” through electronic means which will remain open for a period as mandated under Clause 8.3 of Secretarial Standards on General Meetings to the Applicant Companies under the Act and the Rules framed thereunder. XXI. The Scrutinizer’s report will contain his/her findings on the compliance to the directions given in Para XV to XX above. Page 17 of 18 CA (CAA) No.44/Chd/Hp/2023 (1st Motion) XXII. The Chairperson shall be responsible to report the result of the meeting to the Tribunal in Form No. CAA-4, as per Rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 within 7 (seven) days of the conclusion of the meeting. The Chairperson would be fully assisted by the authorized representative/Company Secretary of the Applicant Companies and the Scrutinizer, who will assist the Hon’ble Chairperson and Alternate Chairperson in preparing and finalizing the report. XXIII. The Applicant Companies shall individually and in compliance of sub-section (5) of Section 230 of the Act and Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 send notices in Form No. CAA-3 along with copy of the Scheme, Explanatory Statement, Accounting Statements as referred to para XVI above and the disclosures mentioned in Rule 6 of the “Rules” to (i) Central Government through the Regional Director (Northern Region), Ministry of Corporate Affairs, New Delhi (ii) Registrar of Companies, Himachal Pradesh, Chandigarh; (iii) Registrar of Companies, NCT of Delhi & Haryana, New Delhi; (iv) Income Tax Department through the Nodal Officer – Principal Commissioner of Income Tax, NWR, Aayakar Bhawan, Sector 17-E, Chandigarh by mentioning the PAN number of the Applicant Companies; and to such other Sectoral Regulator(s) governing the business of the Applicant Companies, if any, stating that report on the same, if any, shall be sent to this Tribunal within a period of 30 days from the date of receipt of such notice and copy of such report shall be simultaneously sent to the applicant companies, failing which it shall be presumed that they have no objection to the proposed Scheme. Page 18 of 18 CA (CAA) No.44/Chd/Hp/2023 (1st Motion) XXIV. The Applicant Companies shall furnish a copy of the Scheme, Explanatory Statement, Accounting Statements as referred to para XVI above and the disclosures mentioned in Rule 6 of the “Rules” free of charge within one day of any requisition for the Scheme made by any creditor or member/shareholder. XXV. The authorized representative of the Applicant Companies shall furnish an affidavit of service of notice of meeting and publication of advertisement and compliance of all directions contained herein at least a week before the proposed meeting. XXVI. All the aforesaid directions are to be complied with strictly in accordance with the applicable laws including forms and formats contained in the Rules as well as the provisions of the Companies Act, 2013 by the Applicant Companies. 23. With the aforesaid directions, this First Motion Application stands allowed. A copy of this order be supplied to the learned counsel for the Applicant Companies who in turn shall supply a copy of the same to the Chairperson, Alternate Chairperson and the Scrutinizer immediately. The Second Motion Application may be filed within the time prescribed under the law. Sd/- Sd/- (Umesh Kumar Shukla) (Dr. P.S.N. Prasad) Member (Technical) Member (Judicial) January 10, 2024 Reet "