NCLT Dispenses with Shareholder & Creditor Meetings as Merger Involved Wholly Owned Subsidiaries

Radico Spiritzs India Pvt. Ltd Vs Equibuild Realtors Pvt. Ltd. (NCLT Allahabad)

The National Company Law Tribunal allowed the first motion application seeking approval for a scheme of amalgamation involving eight transferor companies and one transferee company. The order arose from a joint application filed under Sections 230 and 232 of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, seeking approval for the merger of eight group entities into the transferee company.

The applicants submitted that the first transferor company was a wholly owned subsidiary of the transferee company, while transferor companies two to eight were wholly owned subsidiaries of the first transferor company and, consequently, step-down wholly owned subsidiaries of the transferee company. The application sought several reliefs, including dispensation of meetings of equity shareholders and creditors in specified circumstances, issuance of notices to statutory authorities, and directions for authorities to provide comments on the proposed scheme within a stipulated period.

The Tribunal noted that the registered offices of all transferor companies and the transferee company were situated in Uttar Pradesh, bringing the matter within its territorial jurisdiction.

The applicants outlined the rationale behind the proposed amalgamation. According to them, since all entities belonged to the same group, consolidation would enable more efficient utilisation of capital and facilitate overall business synergies. The merger was expected to streamline the corporate structure, reduce the multiplicity of legal and regulatory compliances, eliminate duplication of administrative functions and record-keeping, and achieve economies of scale. It was further submitted that the arrangement would allow optimal utilisation of combined assets, infrastructure, capacities, experience, and resources. The applicants also contended that reducing managerial overlaps and integrating business functions would improve operational and management efficiency, while creating better value for shareholders and strengthening the market position of the combined entity.

The order recorded the principal objects of the companies involved. The first transferor company was engaged in activities relating to the manufacture, marketing, trading, import, export, and distribution of alcoholic and non-alcoholic beverages and related products. Transferor companies two to eight carried on real estate-related activities, including dealing in properties and facilitating transactions involving land, buildings, flats, and other real estate assets. The transferee company had objects that included activities relating to cement and mineral products as well as the manufacture, processing, storage, distribution, import, export, and sale of alcoholic and non-alcoholic beverages and associated products.

The Tribunal noted that the boards of directors of all transferor and transferee companies had unanimously approved the scheme of merger at meetings held on 29 October 2025. The applicants had also filed audited financial statements for the year ended 31 March 2025. Statutory auditors had issued certificates confirming that the accounting treatment contemplated under the scheme complied with the accounting standards prescribed under Section 133 of the Companies Act, 2013. The applicants further clarified that the proposed scheme did not involve any corporate debt restructuring. The scheme was proposed to take effect from the appointed date of 1 April 2025. It was also stated that the interests of employees and workmen had been protected through provisions incorporated in the scheme.

The applicants informed the Tribunal that no approvals were required from sectoral regulators apart from specified statutory authorities, including the Regional Director, Registrar of Companies, Official Liquidator, Income Tax Department, the Securities and Exchange Board of India, BSE Limited, and National Stock Exchange of India Limited. They further submitted that the proposed amalgamation would not have an appreciable adverse effect on competition in India because the entities belonged to the same group and the merger would not alter ultimate control. Consequently, they claimed exemption from obtaining approval from the Competition Commission of India under the applicable rules.

Regarding securities market regulations, the applicants relied upon the SEBI Master Circular dated 20 June 2023 and submitted that no prior approval from SEBI was necessary because the scheme involved only the amalgamation of wholly owned subsidiaries with the parent company. According to the applicants, the scheme merely required filing with BSE and NSE for disclosure and dissemination purposes.

The applicants also disclosed that there were no pending legal proceedings, inquiries, inspections, investigations, prosecutions, or litigations involving the applicant companies, except for a writ petition filed by the transferee company before the Patna High Court relating to a claim for compensation amounting to ₹3.34 crore.

The Tribunal examined the status of shareholders and creditors of the applicant companies. It recorded that each of transferor companies one to eight had two equity shareholders, all of whom had furnished consent affidavits approving the scheme. Those transferor companies had no secured or unsecured creditors. The transferee company had 1,56,525 equity shareholders, five secured creditors, and 1,843 unsecured creditors. All five secured creditors had provided their consent. No consent affidavits had been obtained from equity shareholders or unsecured creditors of the transferee company.

The transferee company sought dispensation of meetings of its equity shareholders and unsecured creditors on several grounds. It argued that since the transferor companies were wholly owned subsidiaries or step-down wholly owned subsidiaries, no shares would be issued under the scheme. Consequently, there would be no dilution of shareholding or alteration in the rights of shareholders of the transferee company. The applicants further contended that the merger would enhance the net worth of the transferee company and would not adversely affect creditors, especially because the scheme involved neither debt restructuring nor any compromise or arrangement with creditors. The transferee company would continue to exist after the merger, preserving the rights of creditors to recover their dues. Judicial precedents were also cited in support of the request for dispensation.

After considering the documents and submissions, the Tribunal accepted the request for dispensation of meetings. In relation to transferor companies one to eight, it dispensed with meetings of equity shareholders because all shareholders had furnished consent affidavits. Since these companies had no secured or unsecured creditors, the Tribunal held that the requirement to convene meetings of such creditors did not arise.

In relation to the transferee company, the Tribunal dispensed with the meeting of equity shareholders after considering the submissions made regarding the absence of any adverse impact on shareholder rights. It also dispensed with the meeting of secured creditors because all secured creditors had submitted consent affidavits. The meeting of unsecured creditors was similarly dispensed with in view of the averments advanced by the transferee company.

The Tribunal observed that the applicant companies were not governed by any additional sectoral regulators requiring approval in relation to the scheme. Accordingly, it allowed the first motion application and granted liberty to the transferor companies and the transferee company to file a second motion petition. The Tribunal directed that appropriate prayers be made in the second motion petition for issuance of notices to the Regional Director, Registrar of Companies, Official Liquidator, SEBI, NSE, BSE, and the jurisdictional income tax authorities, including the Principal Chief Commissioner of Income Tax, Lucknow. The applicants were directed to disclose their Permanent Account Numbers while seeking such notices.

The Tribunal further directed that the company petition seeking confirmation of the scheme should be filed within the time prescribed under the Companies Act and the applicable rules. It also clarified that appropriate prayers should be made in the second motion petition for publication of notices in newspapers. With these directions, the first motion application was disposed of.

FULL TEXT OF THE NCLAT JUDGMENT/ORDER

This is a Joint First motion Application filed by the Applicant Companies namely, Radico Spiritzs India Private Limited (Transferor Company No. -1/Applicant Company No.-1), Equibuild Realtors Private Limited (Transferor Company No.-2 / Applicant Company No. – 2), Compaqt Era Builders Private Limited (Transferor Company No. -3 / Applicant Company No. -3), Accomreal Builders Private Limited (Transferor Company No. – 4/ Applicant Company No. – 4), Firstcode Reality Private Limited (Transferor Company No. – 5 / Applicant Company No. – 5), Destihomz Buildwell Private Limited (Transferor Company No. – 6 / Applicant Company No. – 6), Proprent Era Estates Private Limited (Transferor Company No. -7/ Applicant Company No.- 7), Binayah Builders Private Limited (Transferor Company No.- 8/ Applicant Company No.- 8) and Radico Khaitan Limited (Transferee Company/ Applicant Company No. – 9), and its shareholders on 28.03.2026 under Sections 230 & 232 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and other applicable provisions, if any, for approval of the Scheme of Merger of Radico Spiritzs India Private Limited, Equibuild Realtors Private Limited, Compaqt Era Builders Private Limited, Accomreal Builders Private Limited, Firstcode Reality Private Limited, Destihomz Buildwell Private Limited, Proprent Era Estates Private Limited, Binayah Builders Private Limited with and into Radico Khaitan Limited. The said Scheme has been annexed as Annexure C with this Application.

2. It is stated that the Applicant Transferor Company No.1 is a wholly owned subsidiary of the Applicant Transferee Company and Applicant Transferor Company Nos. 2 to 8 are wholly owned subsidiaries of the Applicant Transferor Company No.1 and hence, the stepdown wholly owned subsidiaries of the Applicant Transferee Company. The Applicant Companies have prayed before this Tribunal for the following reliefs: –

1) “Dispensation with the requirement of convening the meetings of equity shareholders of Applicant Company-I, Applicant Company-II, Applicant Company-III, Applicant Company-IV, Applicant Company V, Applicant Company-VI, Applicant Company-VII, and Applicant Company-VIII for obtaining their approval on the Scheme of Amalgamation as the said Applicant Companies have obtained consent, in the form of affidavits, from all their respective equity shareholders as on the cut-off date.

2) Dispensation with the requirement of convening the meetings of the secured creditors of Applicant Company-I, Applicant Company-II, Applicant Company-III, Applicant Company-IV, Applicant Company-V, Applicant Company-VI, Applicant Company-VII, and Applicant Company-VIII, since the said Applicant Companies have no secured creditors as on the cut-off date, and therefore the requirement of convening the meeting of their secured creditors does not arise.

3) Dispensation with the requirement of convening the meeting of the secured creditors of Applicant Company-IX, since the Applicant Company-IX has obtained consents, in the form of affidavits, from its secured creditors holding more than 90% of the secured debt owed by Applicant Company-IX as on the cut-off date.

4) Dispensation from the requirement of convening the meetings of the unsecured creditors of Applicant Company-I, Applicant Company-II, Applicant Company-III, Applicant Company-IV, Applicant Company-V, Applicant Company-VI, Applicant Company-VII, and Applicant Company-VIII, since the said Applicant Companies have no unsecured creditors as on the cut-off date, and therefore the requirement of convening the meeting of their unsecured creditors does not arise.

5) Dispensation from the requirement of convening the meeting of equity shareholders of Applicant Company-IX on the basis of positive net worth and judicial precedents.

6) Dispensation from the requirement of convening the meeting of unsecured creditors of Applicant Company-IX on the basis of positive net worth and judicial precedents.

7) Issue of notices to the following authorities in terms of the provisions of section 230(5) of the Companies Act, 2013 read with rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016:

(i) Central Government Regional Director, Northern Region Directorate I, Headquarter at New Delhi, at B-2 Wing, 2nd Floor, Pt. Deendayal Antyodaya Bhawan, 2^nd Floor, CGO Complex, New Delhi – 110003 (“Regional Director”);

(ii) Registrar of Companies, Uttar Pradesh-I at 2^nd Floor, Kendriya Bhawan, GPOA Building, Fazalganj, Kanpur – 208012 (“Registrar of Companies”);

(iii) Official Liquidator, Allahabad at Ministry of Corporate Affairs, Attached to High Court of Allahabad, 9th Floor, Sangam Place, Civil Lines, Allahabad – 211011, Uttar Pradesh (“Official Liquidator’’);

(iv) Concerned Income Tax authorities having jurisdiction over the Applicant Companies (“Income Tax Authority (ies)”) at:

(v) Securities and Exchange Board of India at SEBI Bhawan BKC, Plot No. C4-A, ‘ G’ Block, Bandra-Kurla Complex, Bandra (East), Mumbai – 400051, Maharashtra (“SEBI”);

(vi) BSE Limited at Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001 (“BSE”);

(vii) National Stock Exchange of India Limited at Exchange Plaza, C 1, Block G, Bandra Kurla Complex, Bandra (East), Mumbai – 400051 (“NSE”).

8) To pass necessary directions to the Regional Director, Registrar of Companies, Official Liquidator, Income Tax Authority, SEBI, BSE, and NSE, to provide their comments, if any, on the Scheme of Amalgamation within 30 (thirty) days of the receipt of notice.

9) To pass such other and further orders as are deemed necessary in the facts and circumstances of the case.”

3. It is submitted that the respective registered offices of the Transferor Companies and the Transferee Company are situated in the State of Uttar Pradesh, and hence are under the jurisdiction of this Tribunal. Accordingly, this tribunal has jurisdiction over all the Companies to the Scheme, which are joint Applicants in the present 1^st motion Application.

4. The rationale of the proposed Scheme of Merger is as follows:

i. The Transferee Company and the Transferor Companies are companies within the same group. A consolidation of the companies by way of Amalgamation (as defined hereinafter) would therefore lead to more efficient utilization of capital and achieving overall business synergies for continued operations of the Transferee Company and would help in achieving a streamlined structure.

ii. Significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by the Transferor Companies and Transferee Company.

iii. Elimination of administrative functions and multiple record-keeping, this resulting in reduced expenditure and also achieving economies of scale.

iv. It shall provide an opportunity to leverage combined assets and build stronger sustainable business. Specifically, the arrangement will enable optimal utilization of existing resources and provide an opportunity to fully leverage assets, capacities, experience and infrastructure of all the Transferor Companies and Transferee Company.

v. Reducing managerial overlaps involved in operating multiple entities, enable cost savings and effective utilisation of valuable resources which will enhance management focus thereby leading to increase in operational and management efficiency, integrate business functions, eliminate duplication and rationalization of administrative.

vi. Better value creation for the shareholders of the Company and improved competitive position of the combined entity in the market.

5. As per the Memorandum of Association, the following are the objects of the Applicant Company No.1 / Transferor Company: –

i. To manufacture, buy, sell, pack, repack, brand-build, market, trade, and deal in Indian and foreign, branded and unbranded liquors of every description. This includes wines, tonic wines, rum, beer, brandy, gin, ale, port, whisky, stout, spirits, cognac, all alcohols (whether intoxicating or not), and general distillers. The business encompasses grape juice, malt products, hops, yeast, essences, flavours, concentrates, liquid foods, and products derived from cultivating cane, grapes, fruits, and vegetables, alongside aerated, mineral, and medicated waters, drinks, beverages, and cordials. Furthermore, the company will operate as distillery proprietors, wine growers, orchard proprietors, and dealers in fruit and vegetable products and bye-products. Finally, across all the aforementioned items, the company will act as franchisers, franchisees, retailers, wholesalers, traders, importers, exporters, suppliers, sales agents, and del-credre agents.

6. As per the Memorandum of Association, the Transferor Companies No. 2 to 8 engage in diverse business activities, including carrying on business of real estate activities, dealing in properties for the purpose of industrial use and assisting in sale or purchase, to find out or introduce purchasers and vendors of land, buildings, flats, properties and other real estate activities.

7. As per the Memorandum of Association, the following are the objects of the Applicant Company No. 9 / Transferee Company: –

i. To manufacture, work, and deal in cement, cement machineries, line plasters, whiting clay, gravel, sand, minerals, earth, coke, stone, and builders’ requisites, while acquiring, exploring, and working mines, mining leases, licences, rights, claims, metalliferous lands, sub-soil minerals, and working deposits. The company may crush, win, set, quarry, smelt, calcine, refine, dress, preserve, market, and treat all ores, metals, and mineral substances, including carrying on metallurgical operations. Furthermore, to manufacture, distill, produce, process, age, blend, rectify, compound, bottle, warehouse, store, import, export, buy, sell, trade, distribute, and deal in all alcoholic and non-alcoholic beverages. This covers wines, spirits, beer, ale, porter, stout, liquors, aerated waters, sugarcane juices, molasses, methylated spirit, rectified spirit, power alcohol, sugar, and any other material, alongside all associated ingredients and by-products.

8. It is submitted that the Board of Directors of all the Transferor Companies and Transferee Company, in their meeting held on 29.10.2025, considered and unanimously approved the proposed Scheme of Merger. Copy of the list of Board of Directors of the Transferor Companies and Transferee Company and the Resolutions passed in the above-mentioned Board meeting are annexed as Annexure D(Colly), with the Application.

9. It is also submitted that the Transferee Companies and Transferor Companies have filed their Audited Financial Statements for the year ended on 31st March, 2025, which are annexed as Annexure B(COLLY) with the Application.

10. It is submitted that in terms of the provisions of Section 230(7) and Section 232(3) of the Act, the Applicant Transferor Companies and the Transferee Company have filed Certificates dated 29.10.2025, issued by their respective Statutory Auditors, certifying that the Accounting Treatment as contained in the Scheme complies with the Accounting Standards prescribed under Section 133 of the Act and the same are annexed as Annexure P(Colly) with Application.

11. It is further submitted that the proposed Scheme does not envisage any corporate debt restructuring.

12. The Scheme will take effect from the Appointed Date of the Scheme, which is 1st April, 2025, as mentioned in Para 4.4 of the Scheme of Amalgamation, which is annexed as Annexure C with the joint Application.

13. It is submitted that the Scheme [Annexure C of the Application] also takes care of the interests of the workmen, staff and employees of the Companies, by virtue of Clause 15 of the Scheme.

14. It is deposed by the Applicants that there is no other sectoral regulator in any of the Applicant Companies whose approval may be required for the sanction of the Scheme of Amalgamation except the statutory authorities, i.e., (a) the Central Government through the office of the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi; (b) the Registrar of Companies, Uttar Pradesh, Ministry of Corporate Affairs, Kanpur(c) the Official Liquidator, Uttar Pradesh, Prayagraj; (d) the Income Tax Department (e) SEBI; (f) BSE Limited; and (g) NSE Limited;

15. It is also deposed that the proposed Scheme of Amalgamation are ordinarily not likely to cause an appreciable adverse effect on competition in India, and the Transferor Companies and Transferee Company are enterprises forming part of the same group and their amalgamation would not result in a change of the ultimate control and thereby qualify for the exemption available under clause 10 of Schedule I of CCI Rules, 2024. Hence, no intimation to or approval from the Competition Commission of India (CCI) is required for the present Scheme of Amalgamation.

16. It is deposed that, in accordance with the provisions of Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, issued by the Securities and Exchange Board of India (the “SEBI Scheme Circular”), no prior approval is required from SEBI for the present Scheme, as it pertains solely to the amalgamation of a wholly owned subsidiaries with its parent company. As per the SEBI Scheme Circular, the Scheme is only required to be filed with BSE and NSE for the limited purpose of disclosure and dissemination on their respective websites.

17. It is also submitted and deposed that there are no legal proceedings, inquiry, inspection, investigation, prosecution, or litigation pending before any court of law or Tribunal against the Applicant Company Nos. 1 to 9, except one case bearing C.W.J.C. No. 7005 of 2025 titled as Radico Khaitan Limited vs State of Bihar and Ors., which is filed by the Transferee Company, in the Hon’ble Patna High Court for issuance of appropriate orders in the nature of Mandamus for directing the Respondent Authorities to compensate the Transferee Company Rs. 3.34 Cr that was realized by the Transferee Company.

18. Further, it is submitted that the Transferee Company and Transferor Companies are under the common management and control. Status of the Equity Shareholders, Secured Creditors and Unsecured Creditors of these Companies and consent affidavits obtained for the proposed Scheme of Amalgamation are enumerated in the table below:

19. It is submitted that the Transferor Company Nos.1 to 8 are either direct or step-down wholly owned subsidiaries of the Transferee Company whereas the Transferee Company is a public limited listed company. All the Companies in the Scheme are Group Companies under common management and control. The Applicant Transferee Company has submitted that meetings of Equity Shareholders and Unsecured Creditors of the Transferee Company are sought to be dispensed on the following grounds:

a. The Transferor Companies are either direct or step-down wholly owned subsidiaries of the Transferee Company and therefore, there will be no issuance of shares by the Transferee Company to the equity shareholders of the Transferor Companies, being itself or its wholly owned subsidiary.

b. The Scheme of Amalgamation would not result in any dilution in the shareholding of the shareholders of the Transferee Company, and the present shareholding of the promoter group and public shareholders will not change.

c. The Scheme of Amalgamation would not in any manner prejudicially affect the rights of equity shareholders of the Transferee Company.

d. Post amalgamation, net worth of the Transferor Companies will be merged with the net worth of the Transferee Company, and therefore, the interest of the creditors of the Transferee Company will not be affected in any manner, as post amalgamation, net worth of the Transferee Company will be more than its pre-amalgamation net worth on standalone basis.

e. The Scheme of Amalgamation does not involve any corporate debt restructuring or compromise or arrangement with any creditor of the Transferee Company.

f. The Scheme of Amalgamation would not prejudicially affect the rights of creditors of the Transferee Company.

g. Upon coming into effect of the Scheme of Amalgamation, the Transferee Company shall remain in existence and therefore, the right of the creditors to recover their dues shall not get extinguished.

h. It is further submitted that the aforesaid dispensations from the requirement of convening the respective meetings of Equity Shareholders and Unsecured Creditors of the Transferee Company is sought on the basis of the following judgements passed by this Tribunal in:

(i) Pakka Impact Limited with Pakka Limited [Company Application No. CA (CAA) No. 32/ALD/2025];

(ii) Chetmani Jewellers Pvt Ltd & Ors with Chetmani Ornaments and Jewellers Pvt Ltd [Company Application No. CA (CAA) No. 406/ALD/2019]; and

(iii) Maharaja Buildcon Pvt Ltd & Anr. With Strategic Developers Pvt Ltd [Company Application No. CA (CAA) No. 19/ALD OF 2021].

i. It is further submitted that Hon’ble NCLAT and various other coordinate benches of NCLT, in several cases, have also held that when the Transferor Company is a wholly owned subsidiary of the Transferee Company, requirement of obtaining consents from Shareholders, Secured Creditors and Unsecured Creditors of the Transferee Company are not mandatory; and meetings of Shareholders, Secured Creditors and Unsecured Creditors of the Transferee Company were dispensed with in such cases. Illustrative cases in this regard are as follows:

a. In Re: Mohit Agro Commodities Processing P. Ltd., Company Appeal (AT) No. 59 of 2021 dated June 28, 2021, passed by the Hon’ble National Company Law Appellate Tribunal, Principal Bench at New Delhi;

b. In Re: Ambuja Cements Limited, Company Appeal (AT) No. 19 of 2021 dated April 06, 2021, passed by the Hon’ble National Company Law Appellate Tribunal, Principal Bench at New Delhi;

c. Berkeley Design Automation India Pvt Ltd with Mentor Graphics (India) Pvt Ltd [CA No. 29 (PB)/2017, passed by the Special Bench, New Delhi].

d. Blue Point Leasings Ltd & Ors. with Gold Rock Investments Ltd [CA (CAA) No. 3376/MB/2019, passed by Mumbai Bench].

e. Nirvaan Mining Private Limited with A.N.E. Industries Private Limited [CA (CAA) No. 08/Chd/PB of 2024, passed by Chandigarh Bench-II].

20. Based upon judicial precedents as referred to above, Learned Counsel of the Applicants has prayed for dispensation of the requirement of convening meetings of the Equity Shareholders and Unsecured Creditors of the Transferee Company and Equity Shareholders of Transferor Company Nos. 1 to 8 for the purpose of considering and approving the Scheme of Amalgamation. We carefully perused the documents filed by the Applicants and considered the averments made in support of the dispensation of meetings.

21. Accordingly, the directions of this Bench in the present case are as follows:

I. In relation to Applicant Transferor Company No.1:

a. The meeting of the Equity Shareholders of Applicant Transferor Company No.1 is dispensed herewith, keeping in view that all the Equity Shareholders have given their consents by way of affidavits;

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

II. In relation to Applicant Transferor Company No.2:

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

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

III. In relation to Applicant Transferor Company No.3:

a. The meeting of the Equity Shareholders of Applicant Transferor Company No.3 is dispensed herewith, keeping in view that all the Equity Shareholders have given their consents by way of affidavits;

b. Since there are no Secured Creditors and Unsecured Creditors in the Applicant Transferor Company No.3, the requirement of convening the meeting of Secured Creditors and Unsecured Creditors does not arise

IV. In relation to Applicant Transferor Company No.4:

a. The meeting of the Equity Shareholders of Applicant Transferor Company No.4 is dispensed herewith, keeping in view that all the Equity Shareholders have given their consents by way of affidavits;

b. Since there are no Secured Creditors and Unsecured Creditors in the Applicant Transferor Company No.4, the requirement of convening the meeting of Secured Creditors and Unsecured Creditors does not arise

V. In relation to Applicant Transferor Company No.5:

a. The meeting of the Equity Shareholders of Applicant Transferor Company No.5 is dispensed herewith, keeping in view that all the Equity Shareholders have given their consents by way of affidavits;

b. Since there are no Secured Creditors and Unsecured Creditors in the Applicant Transferor Company No.5, the requirement of convening the meeting of Secured Creditors and Unsecured Creditors does not arise

VI. In relation to Applicant Transferor Company No.6:

a. The meeting of the Equity Shareholders of Applicant Transferor Company No.6 is dispensed herewith, keeping in view that all the Equity Shareholders have given their consents by way of affidavits;

b. Since there are no Secured Creditors and Unsecured Creditors in the Applicant Transferor Company No.6, the requirement of convening the meeting of Secured Creditors and Unsecured Creditors does not arise

VII. In relation to Applicant Transferor Company No.7:

a. The meeting of the Equity Shareholders of Applicant Transferor Company No.7 is dispensed herewith, keeping in view that all the Equity Shareholders have given their consents by way of affidavits;

b. Since there are no Secured Creditors and Unsecured Creditors in the Applicant Transferor Company No.7, the requirement of convening the meeting of Secured Creditors and Unsecured Creditors does not arise

VIII. In relation to Applicant Transferor Company No.8:

a. The meeting of the Equity Shareholders of Applicant Transferor Company No.8 is dispensed herewith, keeping in view that all the Equity Shareholders have given their consents by way of affidavits;

b. Since there are no Secured Creditors and Unsecured Creditors in the Applicant Transferor Company No.8, the requirement of convening the meeting of Secured Creditors and Unsecured Creditors does not arise

IX. In relation to Applicant Company No.9/ Transferee Company:

a. The meeting of the Equity Shareholders of Applicant Transferee Company is dispensed herewith, keeping in view the averments made by the Applicant Transferee Company;

b. The meeting of the Secured Creditors of Applicant Transferee Company is dispensed herewith, keeping in view that all the Secured Creditors have given their consents by way of affidavits; and

c. The meeting of the Unsecured Creditors of Applicant Transferee Company is dispensed herewith, keeping in view the averments made by the Applicant Transferee Company.

22. As stated in para 14 of the Application, the Applicant Companies are not governed by any sectoral regulators or Authorities.

23. In view of the above, the First Motion Application stands allowed by giving liberty to the Applicant Transferor Companies Nos. 1 to 8 and the Transferee Company to file a Second Motion Petition with a direction that the Applicant Transferor Companies Nos. 1 to 8 and the Transferee Company shall make a specific prayer for sending notices to the following:

a) The Central Government through the office of the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi, B-2 Wing, 2nd Floor, Pt. Deen Dayal Antodaya Bhawan, CGO Complex, Lodhi Road, New Delhi 110003 and having email id: north@mca.gov.in;

b) The Registrar of Companies, Uttar Pradesh, Ministry of Corporate Affairs, Kanpur, 37/17, Westcott Building, The Mall, Kanpur 208 001, Uttar Pradesh and having email id – kanpur@mca.gov.in;

c) The Official Liquidator, Ministry of Corporate Affairs, Corporate Bhawan, 9th Floor, Sangam Place, Civil Lines, Allahabad-211 001, having email id: allahabad@mca.gov.in;

d) Securities and Exchange Board of India at SEBI Bhawan BKC, Plot No. C4-A, ‘ G’ Block, Bandra-Kurla Complex, Bandra (East), Mumbai – 400051, Maharashtra;

e) National Stock Exchange of India Limited at Exchange Plaza, C 1, Block G, Bandra Kurla Complex, Bandra (East), Mumbai – 400051;

f) BSE Limited, Phiroze Jeejeebhoy Towers Dalal Street Mumbai-400001; having email id- comm@bseindia.com, bse.scheme@bse.india.com; and

g) The Jurisdictional Income Tax Departments and nodal officer, i.e., Principal Chief Commissioner of Income Tax, Lucknow, having address at Pratyaksh Kar Bhawan, 57-Ram Tirth Marg, Lucknow-226001, and email id: pccit@incometax.gov.in by disclosing the PAN number of the Applicant Companies in the Second Motion Petition.

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

25. The appropriate prayer would also be made in the second motion petition for publication in the newspaper.

26. With the aforesaid directions, the First Motion Application bearing CA (CAA) No. 7/ALD/2026 is disposed of accordingly.

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