"Page 1 of 18 CA(CAA) No.56/Chd/Pb/2023 (1st Motion) NATIONAL COMPANY LAW TRIBUNAL CHANDIGARH BENCH (COURT-II), CHANDIGARH CA (CAA) No.56/Chd/Pb/2023 (1st Motion) Under Section 230 to 232 of ‘The Companies Act, 2013’ read with ‘The Companies (Compromises, Arrangements and Amalgamations) Rules, 2016’ and National Company Law Tribunal Rules, 2016’ IN THE MATTER OF SCHEME OF AMALGAMATION BETWEEN: Fauja Singh Infrastructure Private Limited with its registered office at A-40A, Industrial Area, Phase VIII Extn., Mohali-160071, Punjab, India PAN: AAACF5442L CIN: U72106PB1999PTC033835 ….…Applicant No.1/Transferor Company And Quarkcity India Private Limited with its registered office at A-40A, Industrial Area, Phase VIII Extn., Mohali-160071, Punjab, India PAN: AAACQ1134G CIN: U70100PB2003PTC026502 ...…Applicant No.2/Transferee Company Order delivered on: 14.03.2024 Coram: HON’BLE DR. P.S.N. PRASAD, MEMBER (JUDICIAL) HON’BLE MR. UMESH KUMAR SHUKLA, MEMBER (TECHNICAL) Present:- For the Applicant Companies: Mr. Nahush Jain, Advocate Per: Dr. P.S.N. Prasad, Member (Judicial) Umesh Kumar Shukla, Member (Technical) Page 2 of 18 CA(CAA) No.56/Chd/Pb/2023 (1st Motion) ORDER This is a Joint First Motion Application filed by Applicant Companies under Section 230-232 of ‘The Companies Act, 2013’ read with ‘The Companies (Compromises, Arrangements and Amalgamations) Rules, 2016’ and National Company Law Tribunal Rules, 2016’ in relation to the Scheme of Amalgamation of Fauja Singh Infrastructure Private Limited (for short hereinafter referred to as Applicant No.1/Transferor Company) with Quarkcity India Private Limited (for short hereinafter referred to as Applicant No.2/Transferee Company). The said Scheme is attached as Annexure D of the Application. The registered office of the Applicant No. 1 and Applicant No. 2 is A-40A, Industrial Area Phase VIII Extn., Mohali, Punjab 160071 India and therefore, it is under the territorial jurisdiction of this bench. FACTS OF THE CASE 2. The facts of the case, as stated in the application, have been summarised below: (i) Applicant No.1/Transferor Company is private limited company incorporated on 06.12.1999 in terms of the provisions of the Companies Act, 1956 under the name and style of “Quark Infrastructure Private Limited”. The name of the Company was changed to “Fauja Singh Infrastructure Private Limited vide certificate issued by Registrar of Companies, Jalandhar dated 20.01.2000. It is having its registered office at A-40A, Industrial Area Phase VII Extn., Mohali, Punjab, India, 160071. The Authorised share capital of the company is Rs.40,00,00,000/- divided into 3,90,27,570 equity shares of Rs.10 each and 97,243 preference share of Rs.100 each and issued subscribed and paid-up share capital of the company is Rs.37,57,52,130/- divided into 36,602,783/- equity shares of Page 3 of 18 CA(CAA) No.56/Chd/Pb/2023 (1st Motion) Rs.10 each and 97,243 preference share of Rs.100 each. The main objects of the company are briefly stated as below: \"III (A). THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE: 1. To conceive, plan, survey, design, study and evaluate all steps, process, techniques and methods for setting up of all types of infrastructure projects, facilities or works and to finance, build, construct, install, erect, undertake, lay down, commission, established on operate manage, control and administer, market, buy, sell, lease, import, export transfer all infrastructure project infrastructure equipment machine material facilities of works including industrial plants of all types industrial technology park, Software Technology parks, hardware technology park, export oriented Units, Civil projects, environmental based projects, any other projects and other equipments etc. 2. To enter into any contract, agreements, memorandum of understanding, joint ventures, agreements or such other mode of contracts with Govt. of India, State Govt., Foreign Govt., Municipal/Local authorities, bodies, corporate, person or such other A-2 authorities whether in India or elsewhere as the company may deemed fit on the basis of Build Own Lease Transfer (BOLT)Build Own Operate (BOO), or such other method for purpose of caring out the objects of the company. 3. To manufacture, assemble, market, buy, sell, lease, import, produce act as agent, sun agent, distributor, commission agent, representatives stockist, sale organiser or otherwise deal in computers, development of system software or application software or any other software in India or out of India and computer systems, computer goods and component computer hardware, computer peripherals and accessories all kinds of business machines all kinds of office equipment and to repair the same and their machineries and Apparatus and any application of the above. 4. To as act as Facility managers and Management consultants providing consultancy including advisory services in relation to industrial relations, personal training, business system and process and data processing, finance and leasing, town planning, taxation, insurance, public relations and tariffs and generally concerned with production, storage, distribution, marketing, and sale of goods, equipment or the provision of services and to provide Export Promotion facility, export oriented units or other infrastructural projects undertaken by the company for or on behalf of the client. 5. To be developed as wholly owned subsidiary in India, to act as holding company for the purpose of investment either by itself or in collaboration with Indian partners in new ventures in India and to amalgamate, collaborate, enter into partnership joint venture or other arrangement or agreements with any other company, individual, firm, associate or other institution having objects altogether or in a part similar to those of this company or for carrying on any of the object or which this company is formed.” Page 4 of 18 CA(CAA) No.56/Chd/Pb/2023 (1st Motion) (ii) Applicant No.2/Transferee Company is a private limited company incorporated on 31.10.2003 in terms of the provisions of the Companies Act, 1956. The company was originally incorporated under the name and style of “F-I Associated Private Limited” and subsequently, the name of the Company was changed to “Quarkcity India private limited” vide certificate issued by Registrar of Companies, Punjab, Himachal Pradesh and Chandigarh at Jalandhar dated 18.08.2004. The Authorised share capital of the company is Rs.2,25,00,00,000/- divided into 100,00,000/- equity shares of Rs.10 each and 21,500,000/- convertible preference share of Rs.100 each and issued subscribed and paid-up share capital of the company is Rs.186,39,13,500/- divided into 18,00,000/- equity shares of Rs.10 each and 184,59,135/- preference share of Rs.100 each. The main objects of the company are briefly stated as below: \"III (a). The objects to be pursued by the Company on its incorporation are: 1. To conceive, plan, survey, design, study and evaluate all steps, process, techniques and methods for setting of cities, townships all types of infrastructure projects, facilities or works and to build, construct, install, erect, undertake, lay down, Commission, establish, own, operate, manage, control and administer, market, buy, sell, lease, license, import, export, transfer including all other types of available mode of all infrastructure projects, infrastructure facilities or works including, industrial plants of all types, industrial technology park, software technology park, hardware technology park, export oriented units, civil project environmental based projects and any other projects and equipments etc. and to enter into any contracts, agreements, memorandum of undertaking, joint ventures, agreements or such other mode of contracts with Govt. of India, Foreign Govt., Municipal/ Local authority, bodies, corporate, persons or such other authorities whether in India or elsewhere as the company may deem fit on the basis of Built On Lease (BOLT), Build Own operate (BOO)or such other method for purpose of caring other objects of the company 2. To conceive, plan, survey, designs, study and evaluate all steps. process, techniques and methods for setting of IT, ITES, software business, directly or through subsidiaries, associates or otherwise to invest, acquire, amalgamate, merger, demerger such business to act as consultancy or otherwise providing consultancy, advisory services in relation to business system and process, data processing, system modification, networking services, export and import services, add on system of site and onsite project design, designs system, Call Page 5 of 18 CA(CAA) No.56/Chd/Pb/2023 (1st Motion) Centres, Telecom, electronics system, system integration and customization and data communication and transmission and body shopping web portals Facilities Management software implementation and provision of all types of services letting to Information Technology and other ways services. 3 To conceive, plan, survey, design study and valuate all steps process techniques and methods for setting up biotechnology business directly or through subsidiary Associates or otherwise to invest acquired amalgamate, merger, demerger such business to set-up Research and development facilities, conducting research, to act as consultancy or otherwise providing consultancy including advisory in relation to business system and processes conducting contract research restring patent protecting innovations getting product approvals and other services.” (iii) The rationale of the scheme, as per para 4 of the Scheme of Amalgamation, would be as follows: (a) The amalgamation/ merger will enable the companies to pool their resources. The proposed amalgamation will result in consolidation of the business and resources of the Transferor Company with the business of the Transferee Company; (b) The amalgamated entity will provide strategic and competitive advantage due to its increased size and integration of the businesses and resources; (c) The amalgamation will result in economies of scale; (d) The amalgamation/ merger will provide the companies with the resources to invest in Transferee Company and provide long-term profitable growth to the shareholders. With the increase in competition and squeezing margins, more investment will be needed in the Transferee Company; (e) The amalgamated/ merged company will have better financial and business prospects. The scheme shall be beneficial and will be in public interest, as it will immediately provide strength to the Transferee Company on its merger with the Transferor Company; (f) It would be advantageous to combine the activities of the companies involved in the amalgamation/ merger into a single company. The amalgamation would provide synergistic linkages, besides reduction in costs by combining the total business functions and the related activities and thus contribute to the profitability of the amalgamated Company; (g) A larger growing company will mean enhanced financial and growth prospects for the people and organization connected with the company, and will be in public interest; (h) It will be conducive for better and more efficient and economical control and business and financial conduct of the companies; (i) Cost savings are expected to flow from more focused operational efforts, rationalization, standardization and simplification of business processes, and the elimination of duplication, and rationalization of administrative expenses; (j) There shall be a significant reduction in the multiplicity of regulatory and legal compliances/ filings including accounting, reporting requires, statutory audit requirements, tax filings, multiple records keeping etc. other compliances and Page 6 of 18 CA(CAA) No.56/Chd/Pb/2023 (1st Motion) consequential reduction in administrative costs and optimal utilization of resources of all the companies; (k) Improved organizational capability and leadership, arising from the pooling of human capital who have the diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry; (l) Greater integration and greater financial strength and flexibility for the Transferee Company, which would result in maximizing overall shareholder value, and will improve the competitive position of the combined entity; (m) All the employees of the Transferor Company in service on the Effective Date, if any, shall become the employees of the Transferee Company on and from such date without any break or interruption in service and upon terms and conditions not less favourable than those subsisting in the Transferor Company as on date; (n) It will also help in better tax planning and tax management. It will suffice the purpose of reducing debts by pooling of resources of the merged entities. (iv) The accounts of the Applicant No.1 and Applicant No.2 as on 31.03.2023 have been duly audited. Certified true copy of the audited financial statements for the year ended 31.03.2023 of the Applicant no.1 and Applicant No.2 have been annexed as Annexure 'B-1' and Annexure 'B-2' respectively of the petition. Further, the management certified provisional financial statements of the Applicant No.1 and Applicant No.2 as on 30.09.2023 have been annexed as Annexure 'C-1' and Annexure 'C-2' respectively of the application. (v) The proposed scheme of amalgamation has been unanimously approved by the Board of Directors of the Applicant Companies in their respective Board Meetings dated 27.10.2023. The certified true copy of the Board Resolutions of the Applicant Companies have been attached as Annexure ‘E-1’ and Annexure ‘E-2’ respectively of the petition. The list of Directors of the Applicant Companies along with the copy of the master data from MCA portal of the Applicant Companies have been annexed as Annexure 'F-1', and Annexure 'F-2' respectively of the application. Page 7 of 18 CA(CAA) No.56/Chd/Pb/2023 (1st Motion) (vi) The appointed date proposed for the present scheme of amalgamation is 1st April 2023, which is subject to the approval/ modification of this Hon'ble Tribunal. (vii) Upon the coming into effect of this Scheme and in consideration of transfer and vesting of the whole of Transferor Company and Transferor Company, the Applicant no. 2 shall, without any further act, application, instrument or deed, issue and allot, as fully paid up, to the extent and as indicated below, to the shareholders of the Transferor Company, whose names appear in the register of shareholders as on the Effective Date or to their respective heirs, executors, administrators or other legal representatives or the successors- in-title, as the case may be in the following proportion i.e.: To equity shareholders of APPLICANT NO.1/TRANSFEROR COMPANY: \"11 (Eleven) equity share of Rs.10/- each fully paid up of Quarkcity India Private Limited to be issued for every 70 (Seventy) equity shares of Rs.10/- each fully paid up held in Fauja Singh Infrastructure Private Limited.\" To fully convertible preference shareholders of APPLICANT NO.1/TRANSFEROR COMPANY: “123 (One Hundred Twenty Three) fully convertible preference shares of Rs.100/- each fully paid up of Quarkcity India Private Limited to be issued for every 760 (Seven Hundred Sixty) fully convertible preference shares of Rs.100/- each fully paid up held in Fauja Singh Infrastructure Private Limited.\" Accordingly, a total of 5,925,991 fresh equity shares of the Applicant No.2/Transferee Company having a face value of Rs.10/- (Rupees Ten only) each credited as fully paid-up will be issued to the equity shareholders of the Applicant No.1/Transferor Company by the Applicant No.2/Transferee Company. Also, a total of 15,744 fresh fully convertible preference shares of the Applicant No.2/Transferee Company having a face value of Rs.100/- (Rupees Hundred only) each credited as fully paid- up will be issued to the fully convertible preference shareholders of the Page 8 of 18 CA(CAA) No.56/Chd/Pb/2023 (1st Motion) Applicant No.1/Transferor Company by the Applicant No. 2/Transferee Company. The share entitlement ratio stated above, has been determined by the respective boards of directors of the Applicant Companies based on report dated 24.10.2023 provided by independent registered valuer, Mr. Manuj Singhal, CFA, Registered Valuer on such share entitlement ratio. Valuation Report/Share Entitlement Report issued by Mr. Manuj Singhal, CFA, Registered Valuer Category - Securities or Financial Assets Registration No.-IBBI/RV/05/2018/10425 have been annexed as Annexure ‘G’ of the application. (viii) As on 30.09.2023, there are no secured creditors in Applicant No.1/Transferor Company and Applicant No.2/Transferee Company. The copy of the Certificates dated 30.10.2023 issued by an independent Chartered Accountant certifying that there are no secured creditors in Applicant No.1/Transferor Company and Applicant No.2/Transferee Company have been annexed as Annexure 'H-1' and Annexure 'H-2' of the application. (ix) As on 30.09.2023, there is 1 unsecured creditor in the Applicant No.1/Transferor Company amounting to Rs.26,553/- (Rs.Twenty Six Thousands and Five Hundred Fifty Three only). A copy of the certificate issued by 30.10.2023, Chartered Accountants certifying the list of unsecured creditors of the Applicant No.1/Transferor Company, is annexed as Annexure 'I-1’ of the application. The said 1 unsecured creditor amounting to Rs.26,553/- (Indian Rupees Twenty Six Thousands and Five Hundred Fifty Three only), which is 100% of the unsecured creditors in value of the Applicant No.1/Transferor Company, has given his consent in Page 9 of 18 CA(CAA) No.56/Chd/Pb/2023 (1st Motion) writing by way of affidavit for the proposed Scheme of Amalgamation and the same is annexed as Annexure ‘I-2’ of the application. (x) As on 30.09.2023, there are 59 unsecured creditors in the Applicant No.2/Transferee Company amounting to Rs.12,80,32,471/- (Indian Rupees Twelve Crores Eight Lacs Thirty Two Thousands and Four Hundred Seventy One). A copy of the certificate issued by 30.10.2023, Chartered Accountants certifying the list of unsecured creditors of the Applicant No.2/Transferee Company is annexed as Annexure 'I-3' of the application. The 3 unsecured creditors of amount Rs.12,03,10,879/- (Indian Rupees Twelve Crores Three Lacs Ten Thousand Eight Hundred Seventy Nine only), which constitutes 93.97% of the total value of unsecured creditors of the Applicant No.2/Transferee Company have given their consent in writing by way of affidavit for the proposed Scheme of Amalgamation and the same is annexed as Annexure 'I-4' of the application. (xi) Applicant No.1/Transferor Company is 100% wholly owned subsidiary of 1 equity Shareholder along with its nominee shareholder and 1 Preference Shareholder. A copy of the Certificate dated 30.10.2023 issued by an independent Chartered Accountant certifying the number of Equity Shareholders of the Applicant No.1/Transferor Company as on 30.09.2023 is annexed as Annexure 'J-1' of the application. That 100% of the equity shareholders and Preference Shareholder of the Applicant No.1/Transferor Company have given their consent on affidavit along with the board resolution for the proposed scheme of Amalgamation and the same is annexed as Annexure ‘J-2’ of the application. Page 10 of 18 CA(CAA) No.56/Chd/Pb/2023 (1st Motion) (xii) Applicant No.2/Transferee Company is 100% wholly owned subsidiary of 1 equity Shareholders along with its nominee shareholder and 1 Preference Shareholder. A copy of the Certificate dated 30.10.2023 issued by an independent Chartered Accountant certifying the number of Equity Shareholders of the Applicant No.2/ Transferee Company as on 30.09.2023 is annexed as Annexure 'J-3' of the application. The 100% of the equity shareholders and preference shareholder of the Applicant No.2/Transferee Company have given their consent on affidavit along with the board resolution for the proposed Scheme of Amalgamation and the same are annexed as Annexure 'J-4' of the application. (xiii) The certificate of statutory auditor of the Transferee Company confirming that the accounting treatment in the scheme is in conformity with the Companies (Indian Accounting Standard) Rules, 2015 and is in conformity with Section 133 of the Companies Act, 2013 are attached as Annexure 'K' of the application. (xiv) The Directors and Key Managerial Personnel of the Applicant Companies shall not be deemed to be interested in the proposed Scheme, save to the extent of the shares held by them in the applicant companies, if any. Disclosures under Section 230(2)(a) in respect of all material facts relating to the Applicant Companies, such as the latest financial position of the company and the latest auditor's report of the accounts of the Applicant Companies, have been attached with the present application. (xv) The proposed Scheme is not a corporate debt restructuring scheme as contemplated under section 230(2)(c), hence a creditor's responsibility Page 11 of 18 CA(CAA) No.56/Chd/Pb/2023 (1st Motion) statement and other requirements under Section 230(2)(c) are not applicable to the present case. (xvi) As per Section 230(2)(b), the proposed Scheme does not include reduction of share capital of the Applicant Companies and an affidavit of the Applicant Companies under Section 230(2) of the Companies Act, 2013 is attached as Annexure 'L-1' and Annexure 'L-2' respectively of the application. (xvii) As on the date of this Application, no investigation or proceedings under Companies Act, 2013 or the Companies Act, 1956 are pending against the Applicant Companies and there are no legal proceedings initiated or pending against the Applicant Companies, which may cause any adverse impact on the sanction or implementation of this scheme of amalgamation, or may have any adverse impact on the Applicant Companies and affidavit of the Applicant Companies pertaining to legal proceedings is attached as Annexure 'M-1' and Annexure 'M-2' respectively of the application. (xviii) The proposed Scheme of Amalgamation is for the benefit of the Applicant Companies and their respective shareholders. The entitlement ratio of the shares has been made on fair and reasonable basis. (xix) The proposed Scheme of Amalgamation will not adversely affect the rights of any of the creditors of the Applicant Companies in any manner, whatsoever and is not in any way prejudicial to any person. The proposed Scheme of Amalgamation is fair and reasonable and is not detrimental to the interest of the public. Page 12 of 18 CA(CAA) No.56/Chd/Pb/2023 (1st Motion) (xx) Applicant Companies are not governed by any specific sectoral regulator. Therefore, no notice is required to be issued to any sectoral regulator. Affidavits of Applicant Companies with regard to the sectoral regulators is annexed as Annexure 'N-1' and Annexure 'N-2' respectively of the application. (xxi) There is no requirement for the Applicant Companies to apply to the Competition Commission of India (CCI) for approval, as the threshold limits specified for the mergers and amalgamations i.e. value of assets being acquired, taken control of, merged or amalgamated is below the threshold limits, for which CCI approval is required, i.e. assets in India of not more than Rupees three hundred and fifty crores or turnover of not more than rupees one thousand crores in India, as on the Appointed Date i.e. 01.04.2023. A specific affidavit of Applicant Companies with regards to non-applicability of CCI is also annexed as Annexure 'O-1' and Annexure 'O-2' respectively of the application. (xxii) The Applicant Companies has also furnished the following documents: ● Copy of Memorandum and Article of Association of the Applicant Company no. 1 and Applicant Company no. 2 as Annexure A-1 Annexure A-2 respectively of the application. ● Post-Merger capital structure of the Transferee Company is annexed as Annexure 'P' of the application. Page 13 of 18 CA(CAA) No.56/Chd/Pb/2023 (1st Motion) ● Power of Attorney/ Vakalatnama authorising Mr.Nahush Jain, Advocate and Memorandum of appearance along with a copy of Board Resolution as Annexure Q of the application. 3. The Applicant Companies have also furnished the details of the Shareholders, Secured Creditors and Unsecured Creditors as follow: Particulars Applicant No.1/ Transferor Company (Fauja Singh Infrastructure Private Limited) Applicant No.2/ Transferee Company (Quarkcity India Private Limited) Total Consent Total Consent Equity Shareholders 2 (Include Nominee shareholder of 100% wholly owned subsidiary) 1 holding about 100% of shareholding 2 (Include Nominee shareholder of 100% wholly owned subsidiary) 1 holding about 100% of shareholding Preference Shareholders 1 1 holding about 100% of shareholding 1 1 holding about 100% of shareholding Debenture Holder N/A N/A N/A N/A Secured Creditors Nil N/A Nil N/A Unsecured Creditors 1 1 (100% of value) 59 3 (93.97% of value) ANALYSIS AND FINDING 4. It is noted from the object clause of the Memorandum of Association of the Applicant Companies that they are in the real estate sector. It is also noted from the Financial Statements of the Transferee Company that the revenue from Operation include sale of apartment. Further, the website of Real Estate Regulatory Authority (RERA), Punjab depicts that Residential Tower (R-2) of the Quarkcity India Private Limited is registered with RERA Punjab bearing no. PBRERA-SAS81-PR0315, which has been expired on 30.09.2023 and the extension of the same in under process. In view of the above, the Punjab RERA would be sectoral regulator in the present case and notice needs to be issued to Punjab RERA. Page 14 of 18 CA(CAA) No.56/Chd/Pb/2023 (1st Motion) 5. It is also noted that as per the information available on the website of Ministry of Commerce and Industry, Department of Commerce, In-principle approval was granted in the Board of Approvals after coming into force of Special Economic Zone (SEZ) Rules to the Quarkcity India Private Limited (Transferee Company) as an IT SEZ. Further, the website of Noida SEZ (NSEZ) shows the Quarkcity India Private Limited as an Operational SEZs as on 30.06.2023 under the jurisdiction of Development Commissioner, NSEZ. Therefore, NSEZ would also be the sectoral regulator in the present case and notice needs to be issued to NSEZ. 6. On reconciliation of the unsecured creditors as per certificate of Chartered Accountants certifying the list of unsecured creditors of Applicant Companies as on 30.09.2023 with the figures in the financial statements for the year ended 30.09.2023, some discrepancies have been noticed, more particularly in respect of Applicant No.2/ Transferee Company and the list does not include other liabilities of the applicant companies. 7. Accordingly, the directions of this Bench in the present case are as under: I. The Appointed date, as proposed by the Applicant, shall be 01.04.2023. II. The meetings of the equity shareholders of both the Applicant Companies are dispensed with keeping in view the shareholding and ownership pattern and the fact that the consent to the proposed scheme of amalgamation by way of affidavits has been furnished by 1 equity shareholder holding 3,66,02,773 equity shares (out of 2 equity shareholders holding 3,66,02,783 equity shares) of Transferor Company and 1 equity shareholder holding 17,99,990 equity shares (out of 2 equity shareholders holding 18,00,000 equity shares) of Transferee Company, which constitute about 100% of their Page 15 of 18 CA(CAA) No.56/Chd/Pb/2023 (1st Motion) respective equity shareholdings and another equity shareholder is the nominee of the wholly owned holding company, which has furnished its consent. The requirement of issue and publication of notices with for the same are also being dispensed. III. The meetings of the fully convertible preference shareholders of both the Applicant Companies are dispensed with keeping in view the shareholding and ownership pattern and the fact that the consent to the proposed scheme of amalgamation by way of affidavits has been furnished by 1 shareholder holding 100% shares of Transferor Company and Transferee Company. The requirement of issue and publication of notices with for the same are also being dispensed. IV. The convening of meetings of secured creditors of both the Applicant Companies, and the requirement of issue and publication of notices are dispensed with, as there are no secured creditors in both the Applicant Companies. V. The convening of meeting of unsecured creditors of both the Applicant Companies are dispensed with, as consent to the proposed scheme of amalgamation by way of affidavits have been given by unsecured creditors constituting 100% in value of debt of the Transferor Company and 93.97% in value of debt of the Transferee Company subject to strict compliance of the conditions laid down herein: a. All the Applicant Companies shall file their respective complete list of creditors duly certified by the Statutory Auditor of the respective Applicant Page 16 of 18 CA(CAA) No.56/Chd/Pb/2023 (1st Motion) Companies on the date of passing of this Order, with the Registry within a fortnight from the date of Order. b. All the Applicant Companies are required to serve the notices through speed post/courier/email upon their current creditors having outstanding debt amounting to not less than one percent of total outstanding debt of the company as per the complete list of creditors as on the date of passing of this Order in the same manner, as the notices shall 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 with suitable changes in the notice relating to waiver of the meetings and with a direction that they may submit their representations, if any, to the Tribunal and a copy of the same shall be simultaneously served on the concerned applicant company. If no response is received from such creditors within 30 days of the date of receipt of the notice it shall be presumed that such creditors have no objection to the proposed Scheme. c. The notices to be served under Section 230 (5) of the Companies Act, 2013 as aforesaid shall contain all disclosures as mentioned in Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 irrespective of the fact that meetings have been dispensed with. d. All the Applicant Companies shall furnish a copy of the Scheme free of charge within 1 day of any requisition for the same made by every creditor as mentioned above or member of the concerned Applicant Companies. Page 17 of 18 CA(CAA) No.56/Chd/Pb/2023 (1st Motion) e. All the Applicant Companies to serve the notice upon the (a) Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi; (b) concerned Registrar of Companies; (c) concerned Income Tax Department; (d) concerned Real Estate Regulatory Authority (RERA); (e) concerned Development Commissioner, Special Economic Zone Authority; and (f) concerned Official Liquidator, pursuant to Section 230(5) of the Companies Act, 2013 read with Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 with suitable changes in the notice relating to waiver of the meetings. If no response is received by the Tribunal from the above authorities within 30 days of the date of receipt of the notice it will be presumed that such authorities have no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. f. All the Applicant Companies shall file an affidavit in compliance of all the conditions laid down herein along with original proof of service to all the authorities and creditors. VI. In view of the above, the First Motion Application stands allowed by giving liberty to the Applicant Companies to file Second Motion Petition in accordance with Rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 within 15 days after the expiry of period of 30 days as mentioned in Section 230(5) of the Companies Act, 2013 with a direction that the Applicant Companies shall make specific prayer for sending notices to the (a) Central Government through Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi, (b) concerned Page 18 of 18 CA(CAA) No.56/Chd/Pb/2023 (1st Motion) Registrar of Companies; (c) concerned Official Liquidator; (d) concerned Real Estate Regulatory Authority (RERA); (e) concerned Development Commissioner, Special Economic Zone Authority; and (f) Income Tax Authorities, within whose jurisdiction the respective Applicant Companies are assessed by disclosing the PAN of both the Applicant Companies in the title of the Second Motion Petition. Sd/- Sd/- (Umesh Kumar Shukla) (Dr. P.S.N. Prasad) Member (Technical) Member (Judicial) March 14, 2024 Reet "