"IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH (SPECIAL) COURT NO. II KOLKATA Company Petition (CAA) NO. 157/KB/2023 Connected with Company Application (CAA) NO. 144/KB/2023 A Petition under Sections 230(6) and 232(3) and other applicable provisions of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. IN THE MATTER OF: A Scheme of Amalgamation (Final Motion): LT Buildwell Private Limited [PAN AACCL6404C], a Company within the meaning of the Companies Act, 2013 and having its Registered Office at Regus Assotech, Business Cresterra, Plot No. 22 Upper Ground Floor, Tower 2, Sector 135, Noida, Uttar Pradesh 201301. ………Non-Petitioner Company/Transferor Company And In the Matter of: Vandana Griha Nirman Limited, [PAN AAACV8816E] a Company within the meaning of the Companies Act, 2013 and having its Registered Office at 42, Shibtala Street, Kolkata, West Bengal-700007. …….. Petitioner Company/ Transferee Company And In the matter of: Vandana Griha Nirman Limited ….Petitioner Company Date of pronouncing the order: January 01,2024. CORAM: SMT. BIDISHA BANERJEE : MEMBER (JUDICIAL) SHRI D.Arvind : MEMBER (TECHNICAL) Appearance: For the Petitioner Company 1. Ms. Joveria Sabbah. Adv. 2. Ms. Ankita Agrahari, Adv IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH (SPECIAL) COURT NO. II KOLKATA Company Petition (CAA) NO. 157/KB/2023 Connected with Company Application (CAA) NO. 144/KB/2023 Page 2 of 10 ORDER PER Bidisha Banerjee, Member (Judicial): 1. This Court is congregated through hybrid mode. 2. The instant petition has been filed under Section 230(6) read with Section 232(3) of the Companies Act, 2013 (“Act”) for sanction of the Scheme of Amalgamation of LT Buildwell Private Limited being the Transferor Company abovenamed (“Transferor Company” or “Non-Petitioner Company”) with Vandana Griha Nirman Limited being the Transferee Company abovenamed (“Transferee Company” or “Petitioner Company”) whereby and whereunder the LT Buildwell Private Limited is proposed to be amalgamated with the Vandana Griha Nirman Limited from the Appointed Date, viz. April 1, 2023 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation (“Scheme”). 3. The Petition has now come up for final hearing. Counsel for the Petitioner Company submits as follows: - (a) The Scheme was approved unanimously by the respective Board of Directors of the Transferor Company and Transferee Company at their respective meetings held on May 29, 2023. 4. The circumstances which justify and/or have necessitated the Scheme and the benefits of the same are, inter alia, as follows: - i.The Transferor Company is engaged in the business of layout, developing, constructing, building, erecting, demolishing, re-erecting, altering, remodeling and other allied activities in connection with the building scheme, roads, highways and docks, ship sewer, etc. The Transferee Company is registered under as Non-Banking Financial Company and carries on business of dealing in shares and other related NBFC activities. ii.For the optimum running, growth and development of the business and undertakings of the Transferor Company and the Transferee Company with their combined resources IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH (SPECIAL) COURT NO. II KOLKATA Company Petition (CAA) NO. 157/KB/2023 Connected with Company Application (CAA) NO. 144/KB/2023 Page 3 of 10 and a larger capital and asset base, it is considered desirable and expedient to amalgamate the Transferor Company with the Transferee Company in the manner and the terms and conditions stated in this Scheme of Amalgamation. iii.The amalgamation will enable appropriate consolidation and integration of the activities of the Transferor Company and the Transferee Company with pooling and more efficient utilization of their resources, reduction in overheads and other expenses and improvement in various other operating parameters. The amalgamation will result in the formation of a larger and stronger entity having greater capacity for conducting its operations more efficiently and competitively. The Scheme is proposed accordingly and will have beneficial results for the said Company, their shareholders, employees, and all concerned. (b) The Statutory Auditors of the Transferee Company by certificate dated June 7, 2023 have confirmed that the Accounting Treatment proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013. (c) 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 Mr. Ankush Garg, Registered Valuer dated May 19, 2023. (d) No proceedings are pending under Sections 210 to 227 of the Companies Act, 2013 against the Petitioner Company. (e) The shares of the Transferor Company and the Transferee Company are not listed with any of the Stock Exchanges (f) By an order dated August 4, 2023 in Company Application (CAA) No. 144/KB/ 2022, this Tribunal allowed the said Company Application and made the following directions with regard to meetings of shareholders and creditors under Section 230(1) read with Section 232(1) of the Act: - IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH (SPECIAL) COURT NO. II KOLKATA Company Petition (CAA) NO. 157/KB/2023 Connected with Company Application (CAA) NO. 144/KB/2023 Page 4 of 10 a. Meetings dispensed: (i) Meeting of the Equity Shareholders of the Petitioner Company is dispensed with under Section 230(1) read with Section 232(1) of the Act in view of shareholders representing 100% in value of shares of the Petitioner Company having respectively given their consent to the Scheme by way of affidavits (ii) Meeting of the Secured Creditors of the Petitioner Company is dispensed with under Section 230(1) read with Section 232(1) of the Act in view of creditor representing 100% in value of debt of the Petitioner Company having given its consent to the Scheme by way of affidavit (iii) It is also recorded that there no Unsecured Creditors in the Petitioner Company. (g) Consequently, the Petitioner Company presented the instant petition for sanction of the Scheme. By an order dated September 27, 2023, the instant petition was admitted by this Tribunal and fixed for hearing on November 6, 2023, upon issuance of notices to the Statutory/Sectoral Authorities and advertisement of date of hearing. In compliance with the said order dated September 27, 2023, the Petitioner have duly served such notices on the Central Government through the Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata; Registrar of Companies, West Bengal, Kolkata; the Official Liquidator, High Court at Calcutta, Reserve Bank of India on October 9, 2023 and Income Tax Authorities having jurisdiction over the Petitioner Company on November 2, 2023. The Petitioners have also published advertisements one each in the \"The Stateman\" and \"Dainik Stateman\" in their respective issues both dated October 12, 2023. An affidavit of compliance in this regard has also been filed by them on November 3, 2023. (h) All statutory formalities requisite for obtaining sanction of the Scheme have been duly complied with by the Petitioner Company. The Scheme has been made bona fide and is in the interest of all concerned. IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH (SPECIAL) COURT NO. II KOLKATA Company Petition (CAA) NO. 157/KB/2023 Connected with Company Application (CAA) NO. 144/KB/2023 Page 5 of 10 5. Pursuant to the said advertisements and notices, the Regional Director (In-charge), Eastern Region, Ministry of Corporate Affairs, at Kolkata, Official Liquidator, High Court at Calcutta and Income Tax Authority have filed their representations before this Tribunal. 6. The Official Liquidator, High Court, Calcutta has filed his report dated December 6, 2023 and concluded as under:- “8. That the Official Liquidator has not received any complaint against the proposed Scheme of Amalgamation from any person/party interested in the Scheme in any manner till the date of filing of this Report. 9. That the report of Official Liquidator is based upon the documents/reply submitted by the Petitioner Company. The Balance Sheets, Memorandum and Article of Associations and other documents furnished by the Petitioner Company has not been enclosed with the report as the same are already on records of the National Company Law Tribunal. 10. That the Official Liquidator on the basis of the information submitted by the Petitioner Company is of the view that the affairs of the aforesaid Petitioner Company 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/the Companies Act, 2013 whichever is applicable. 7. The Regional Director (In-charge), Eastern Region, Ministry of Corporate Affairs, at Kolkata has filed his reply affidavit dated November 3, 2023 (“RD Affidavit”) which has been dealt with by the Petitioner Company by their Rejoinder affidavit dated November 22, 2023 (“Rejoinder”) filed by the learned counsel of the Petitioner Company. The observations of the Regional Director and responses of the Petitioner Company are summarized as under:- (a) Observation of the Regional Director contained in Paragraph No. 2 (a) of RD Affidavit: “It is submitted that the Transferor Company namely LT Buildwell Private Limited is IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH (SPECIAL) COURT NO. II KOLKATA Company Petition (CAA) NO. 157/KB/2023 Connected with Company Application (CAA) NO. 144/KB/2023 Page 6 of 10 registered in State of Uttar Pradesh which is not under the jurisdiction of this Deponent. Hence, this Deponent has no comment on it.” Response of the Petitioners contained in Paragraph 3 of the Rejoinder: “With reference to the statements contained in paragraph 2(a) of the said Affidavit, it is stated that the Transferor Company is situated in the State of Uttar Pradesh, and falls within the territorial jurisdiction of the Hon’ble National Company Law Tribunal, Allahabad at Allahabad and the Transferor Company has filed a separate application for obtaining approval of Scheme of Amalgamation before the Hon’ble National Company Law Tribunal, Allahabad at Allahabad. The proceedings before the Hon’ble Tribunal, Allahabad is now listed for final hearing on December 4 ,2023. (b) Observation of the Regional Director contained in Paragraph No. 2 (b) of RD Affidavit: “That it is submitted that on the examination of report of the Registrar of Companies, West Bengal, it appears that no complaint and/or representation has been received against the proposed Scheme of Amalgamation. Further, the Transferee Company is up-dated in filing its Financial Statements and Annual Returns for the financial year 31/03/2022.” Response of the Petitioners contained in Paragraph 4 of the Rejoinder: “With reference to the statements contained in paragraph 2(b)of the said Affidavit, it is stated that it is clear from the averments that there are no complaints or representations received against the Scheme and the Transferee Company is updated in filling its financial statements and Annual Return for the financial year ended March 31, 2022.” (c) Observation of the Regional Director contained in Paragraph No. 2 (c) of RD Affidavit: “The Petitioner Companies should be directed to provide list/details of Assets, if any, to be transferred from the Transferor Companies to the Transferee Company upon IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH (SPECIAL) COURT NO. II KOLKATA Company Petition (CAA) NO. 157/KB/2023 Connected with Company Application (CAA) NO. 144/KB/2023 Page 7 of 10 sanctioning of the proposed Scheme” Response of the Petitioners contained in Paragraph 5 of the Rejoinder: “With reference to the statements contained in paragraph 2(c) of the said Affidavit, the Petitioner state that the details and list of assets, to be transferred from the Transferor Company to the Transferee Company shall be provided in the Schedule of Assets that shall be filed on the Scheme being sanctioned by this Hon’ble Tribunal.” (d) Observation of the Regional Director contained in Paragraph No. 2 (d) of RD Affidavit: “That the Petitioner Company should undertake to comply with the provisions of section 232(3)(i) of the Companies Act, 2013 through appropriate affirmation.” Response of the Petitioners contained in Paragraph 6 of the Rejoinder: “With reference to the statements contained in paragraph 2(d) of the said Affidavit, the Petitioner undertakes to comply with the provisions of 232(3)(i) of the Companies Act, 2013.” (e) Observation of the Regional Director contained in Paragraph No. 2 (e) of RD Affidavit: “That the Transferee Company should be directed to pay applicable stamp duty on the transfer of the immovable properties from the Transferor Company to it.” Response of the Petitioners contained in Paragraph 7 of the Rejoinder: “With reference to the statements contained in paragraph 2(e) of the said Affidavit, the Petitioner undertakes that the Transferee Company shall make payment of the applicable stamp duty as may be leviable and chargeable on the transfer of immovable properties from the Transferor Company to it.” (f) Observation of the Regional Director contained in Paragraph No. 2 (f) of RD Affidavit: “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 IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH (SPECIAL) COURT NO. II KOLKATA Company Petition (CAA) NO. 157/KB/2023 Connected with Company Application (CAA) NO. 144/KB/2023 Page 8 of 10 and same and there is no discrepancy, or no change is made.” Response of the Petitioners contained in Paragraph 8 of the Rejoinder: “With reference to the statements contained in paragraph 2(f) of the said Affidavit, it is stated that the Scheme enclosed with the Company Application and the Company Petition are one and the same and there is no discrepancy, and no change has been made in the Scheme.” (g) Observation of the Regional Director contained in Paragraph No. 2 (g) of RD Affidavit: “ It is submitted that as per instructions of the Ministry of Corporate Affairs, New Delhi, a copy of the scheme was forwarded to the Income Tax Department on 11/09/2023 for their views/observation in the matter. However, no such views/observation in the matter from the Income Tax Department has been received has been received yet. Hon'ble Tribunal may peruse the same and issue order as deemed fit and proper. ” Response of the Petitioners contained in Paragraph 9 of the Rejoinder: With reference to the statements contained in paragraph 2(g) of the said Affidavit, the Petitioner has received no objection letter dated November 3, 2023 from Income Tax Authorities. A copy of the such letter dated November 3, 2023 is annexed herewith and marked with the letter “A”. 8. Heard submissions made by the Ld. Counsel appearing for the Petitioner Company and Regional Director. Upon perusing the records and documents in the instant proceedings and considering the submissions and on being satisfied with the clarifications provided by the Petitioners, we allow the Petition and make the following orders:- a. the Scheme of Amalgamation mentioned in paragraph 1 of this petition being Annexure “A” hereto, be and is hereby sanctioned by this Hon’ble Tribunal to be binding with effect from April 1, 2023 or from such other date as this Hon’ble Tribunal may fix on IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH (SPECIAL) COURT NO. II KOLKATA Company Petition (CAA) NO. 157/KB/2023 Connected with Company Application (CAA) NO. 144/KB/2023 Page 9 of 10 LT Buildwell Private Limited and Vandana Griha Nirman Limited , their respective shareholders and creditors and all concerned; in respect of sanctioning the scheme of non-petitioner companies named hereinabove by the respective Bench(es) of NCLT under whose jurisdiction these companies fall. This sanction is limited to the issues related to the Petitioner Company whose Registered office is situated under the Jurisdiction of this Bench of this Tribunal. b. all the property, right and powers of LT Buildwell Private Limited, including those described in the Schedule of Assets herein, be transferred from the said Appointed Date, without any further act or deed to Vandana Griha Nirman Limited and, accordingly, the same shall pursuant to Section 232(4) of the Companies Act, 2013, be transferred to and vest in Vandana Griha Nirman Limited for all the estate and interest of LT Buildwell Private Limited therein but subject nevertheless to all charges now affecting the same, as provided in the Scheme. c. all the debts, liabilities, duties and obligations of LT Buildwell Private Limited be transferred from the said Appointed Date without any further act or deed to Vandana Griha Nirman Limited and, accordingly, the same shall pursuant to Section 232(4) of the Companies Act, 2013, be transferred to and become the debts, liabilities, duties and obligations of Vandana Griha Nirman Limited, as provided in the Scheme. d. the employees of LT Buildwell Private Limited shall be engaged by Vandana Griha Nirman Limited, as provided in the Scheme; e. all proceedings and/or suits and/or appeals now pending by or against LT Buildwell Private Limited be continued by or against Vandana Griha Nirman Limited, as provided in the Scheme; f. Vandana Griha Nirman Limited do without further application issue and allot to the shareholders of the LT Buildwell Private Limited, the shares in Vandana Griha Nirman Limited to which they are entitled in terms of the Scheme; IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH (SPECIAL) COURT NO. II KOLKATA Company Petition (CAA) NO. 157/KB/2023 Connected with Company Application (CAA) NO. 144/KB/2023 Page 10 of 10 g. Leave is granted to the Petitioners to file the Schedule of Assets of LT Buildwell Private Limited 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 receiving a copy of this order. h. Vandana Griha Nirman Limited shall within thirty days of the date of the receipt of this order, cause a certified copy thereof to be delivered to the Registrar of Companies, West Bengal for registration. 9. The Petitioner Company shall supply legible print out of the Scheme and Schedule of Assets in acceptable form to the Department and the Department will append such printout, upon verification to the certified copy of the order. 10. Company Petition (CAA) No. 157/KB/2023 connected with Company Application (CAA) No. 144/KB/2023 is disposed of accordingly. 11. Certified copy of this order, if applied or, be supplied to the parties, subject to compliance with all requisite formalities. (D. Arvind) (Bidisha Banerjee) Member (Technical) Member (Judicial) This order is signed on the 1st Day of January 2024. Tiwari, V. [LRA] "