Mipco Investments Private Limited And Ors. vs Benguela Consulting Private Limited

The Court is convened and hearing is conducted through video conference today.

The Representative for the Applicant Companies states that the present Scheme is a Composite Scheme of Merger and Arrangement between

Mipco Investments Private Limited (First Transferor Company) and Emsons Leasing Company Private Limited (Second Transferor Company) and

Maple Properties and Commodities Private Limited (Third Transferor Company) with Manoway Investments Private Limited (Transferee Company

or Demerged Company) and Solai Consulting Private Limited (First Resulting Company) and Benguela Consulting Private Limited (Second Resulting

Company) and their respective shareholders. for:

(i) Merger of Mipco Investments Private Limited and Emsons Leasing Company Private Limited and Maple Properties and Commodities Private

Limited with Manoway Investments Private Limited; and

(ii) Demerger of Demerged Undertaking 1 of Manoway Investments Private Limited into Solai Consulting Private Limited; and

(iii) Demerger of Demerged Undertaking 2 of Manoway Investments Private Limited into Benguela Consulting Private Limited.

The Representative for the Applicant Companies further states that the Applicant Company 1 is an NBFC registered as a non-deposit taking

Investment Company with the Reserve Bank of India and has in its objects to carry out business of investments, financing, acquisition of shares,

stocks and various other instruments and securities, advancing loans and providing guarantees. The Applicant Company 2 is an NBFC registered as a

non-deposit taking Investment Company with the Reserve Bank of India and has in its objects to carry out business of investments, financing,

acquisition of shares, stocks and various other instruments and securities, advancing loans and providing guarantees. The Applicant Company 3 is an

NBFC registered with the Reserve Bank of India and is engaged in the business of investments, financing, acquisition of shares, stocks and various

other instruments and securities etc. The Applicant Company 4 is an NBFC registered as a non-deposit taking Investment Company with the Reserve

Bank of India and has in its objects to carry out business of investments, financing, acquisition of shares, stocks and various other instruments and

securities, advancing loans and providing guarantees. The Applicant Company 5 has in its objects to carry on in India and abroad the business of

providing advisory services, management consultancy services, business support services etc. It has been incorporated to acquire the Demerged

Undertaking 1 of the Demerged Company and obtain NBFC registration with the Reserve Bank of India and carry on such business of the Demerged

Undertaking 1 as a NBFC. The Applicant Company 6 has in its objects to carry on in India and abroad the business of providing advisory services,

management consultancy services, business support services etc. It has been incorporated to acquire the Demerged Undertaking 2 of the Demerged

Company and obtain an NBFC registration with the Reserve Bank of India and carry on such business of the Demerged Undertaking 2 as an NBFC.

The Representative for the Applicant Companies states that resolutions were passed by the Board of Directors of the Applicant Companies in their

respective meetings held on 6th November, 2020.

The Appointed Date fixed under the Scheme for Merger of Mipco Investments Private Limited and Emsons Leasing Company Private Limited and

Maple Properties and Commodities Private Limited with Manoway Investments Private Limited is 1st October, 2020.

The Appointed Date fixed under the Scheme for Demerger of Demerged Undertaking 1 of Manoway Investments Private Limited into Solai

Consulting Private Limited; and Demerger of Demerged Undertaking 2 of Manoway Investments Private Limited into Benguela Consulting Private

Limited is 1st January,2021.

The Representative for the Applicant Companies further states that the rationale for the Composite Scheme of Merger and Arrangement are as

follows:

a) Manoway Investments Private Limited is a registered Non-banking Financial Company who engages in investment activities which are carried

through three different divisions. Each division operates independently under the independent control of its respective investment manager pursuant to

distinct investment policies adopted by such division.

b) Now, it is proposed to consolidate the businesses carried on by Mipco Investments Private Limited, Emsons Leasing Company Private Limited,

Maple Properties and Commodities Private Limited with Manoway Investments Private Limited (all being non-banking financial companies registered

with RBI).

c) After the merger of Transferor Companies into Manoway Investments Private Limited, it is proposed to:

i. Demerge the Demerged Undertaking 1 into Solai Consulting Private Limited; and

ii. Demerge the Demerged Undertaking 2 into Bengula Consulting Private Limited respectively.

d) The above restructuring arrangement would enable greater/ enhanced focus of the management in each of the respective businesses which would

facilitate the management to not only efficiently exploit opportunities for each of the companies but also enhance efficiency of operations which can

be deployed more efficiently for the purpose of development of businesses of the respective companies and their growth opportunities while

maximizing the shareholder’s value.

e) The Scheme will provide a separate corporate existence to three divisions of the Transferee Company / Demerged Company, by creating niche,

dedicated and focused business segments into three separate entities viz. Transferee Company / Demerged Company, First Resulting Company &

Second Resulting Company without any risk or overlap of one business over the other. Thus resultantly, the separate & distinct investment businesses

will be housed into separate companies.

f) The companies forming part of this Scheme are jointly owned and controlled by the promoter family group. The Scheme will benefit shareholders

and other stakeholders of the companies by simplifying the group structure, business operations, provide optimal utilization of various resources and

eliminating cross holdings within the group.

g) The Scheme will create enhanced value for shareholders and allow a focused strategy and specialisation for sustained growth, which would be in

the best interest of all the stakeholders and the persons connected with the aforesaid companies.

Consideration for merger of the Applicant Company 1 (‘First Transferor Company’) and the Applicant Company 2 (‘Second Transferor

Company’) and the Applicant Company 3 (‘Third Transferor Company’) with the Applicant Company 4 (‘Transferee Company’)

I. The equity shareholders of the Applicant Company 1, (other than the shares held by the Applicant Company 3 and the Applicant Company 4) shall

be issued and allotted 1 (One) equity share of Rs. 10/- (Ten) each, credited as fully paid up, of the Applicant Company 4 for every 1 (One) equity

share of the face value Rs.10/- (Ten) each held by them in the Applicant Company 1.

II. The equity shareholders of the Applicant Company 2, (other than the shares held by the Applicant Company 4) shall be issued and allotted 1 (One)

equity share of Rs. 10/-(Ten) each, credited as fully paid up, of the Applicant Company 4 for every 1 (One) equity share of the face value Rs.10/-

(Ten) each held by them in the Applicant Company 2.

III. The equity shareholders of the Applicant Company 3, (other than the shares held by the Applicant Company 1, Applicant Company 2 and the

Applicant Company 4) shall be issued and allotted 1 (One) equity share of Rs. 10/- (Ten) each, credited as fully paid up, of the Applicant Company 4

for every 1 (One) equity share of the face value Rs.10/- (Ten) each held by them in the Applicant Company 3.

Consideration for demerger of Demerged Undertaking 1 of Applicant Company 4 (‘Demerged Company’) into Applicant Company 5

(‘First Resulting Company’)

I. The Applicant Company 5 shall, issue and allot to the equity shareholders of the Applicant Company 4 as on Appointed Date 2, 1 (One) equity share

of Rs.10/- (Rupees Ten) each credited as fully paid-up in the capital of the Applicant Company 5 to the equity shareholders of the Applicant Company

4 for every 1 (One) equity share of Rs. 10/- (Rupees Ten) each fully paid up held by said Equity Shareholders in the Applicant Company 4.

Consideration for demerger of Demerged Undertaking 2 of Applicant Company 4 (‘Demerged Company’) into Applicant Company 6

(‘Second Resulting Company’)

I. The Applicant Company 6 shall, issue and allot to the equity shareholders of the Applicant Company 4 as on Appointed Date 2, 1 (One) equity share

of Rs.10/- (Rupees Ten) each credited as fully paid-up in the capital of the Applicant Company 6 to the equity shareholders of the Applicant Company

4 for every 1 (One) equity share of Rs. 10/- (Rupees Ten) each fully paid up held by said equity shareholders in the Applicant Company 4.

A meeting of the Equity Shareholders of the Applicant Company 1, be convened and held at Registered Office of the Applicant Company 1

situated at 402 B, Poonam Chambers, Dr. A.B. Road, Worli, Mumbai â€" 400 018 on Monday, 14th day of June, 2021 for the purpose of considering

and, if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Merger and Arrangement between Mipco

Investments Private Limited and Emsons Leasing Company Private Limited and Maple Properties and Commodities Private Limited with Manoway

Investments Private Limited and Solai Consulting Private Limited and Benguela Consulting Private Limited and their respective shareholders.

A meeting of the Equity Shareholders of the Applicant Company 2, be convened and held at Registered Office of the Applicant Company 2

situated at 402 B, Poonam Chambers, Dr. A.B. Road, Worli, Mumbai â€" 400 018 on Monday, 14th day of June, 2021 for the purpose of considering

and, if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Merger and Arrangement between Mipco

Investments Private Limited and Emsons Leasing Company Private Limited and Maple Properties and Commodities Private Limited with Manoway

Investments Private Limited and Solai Consulting Private Limited and Benguela Consulting Private Limited and their respective shareholders.

A meeting of the Equity Shareholders of the Applicant Company 3, be convened and held at Registered Office of the Applicant Company 3

situated at 402 B, Poonam Chambers, Dr. A.B. Road, Worli, Mumbai â€" 400 018 on Monday, 14th day of June, 2021 for the purpose of considering

and, if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Merger and Arrangement between Mipco

Investments Private Limited and Emsons Leasing Company Private Limited and Maple Properties and Commodities Private Limited with Manoway

Investments Private Limited and Solai Consulting Private Limited and Benguela Consulting Private Limited and their respective shareholders.

A meeting of the Equity Shareholders of the Applicant Company 4, be convened and held at Registered Office of the Applicant Company 4

situated at 402 B, Poonam Chambers, Dr. A.B. Road, Worli, Mumbai â€" 400 018 on Monday, 14th day of June, 2021 for the purpose of considering

and, if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Merger and Arrangement between Mipco

Investments Private Limited and Emsons Leasing Company Private Limited and Maple Properties and Commodities Private Limited with Manoway

Investments Private Limited and Solai Consulting Private Limited and Benguela Consulting Private Limited and their respective shareholders.

A meeting of the Equity Shareholders of the Applicant Company 5, be convened and held at Registered Office of the Applicant Company 5

situated at 402 B, Poonam Chambers, Dr. A.B. Road, Worli, Mumbai â€" 400 018 on Monday, 14th day of June, 2021 for the purpose of considering

and, if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Merger and Arrangement between Mipco

Investments Private Limited and Emsons Leasing Company Private Limited and Maple Properties and Commodities Private Limited with Manoway

Investments Private Limited and Solai Consulting Private Limited and Benguela Consulting Private Limited and their respective shareholders.

A meeting of the Equity Shareholders of the Applicant Company 6, be convened and held at Registered Office of the Applicant Company 6

situated at 402 B, Poonam Chambers, Dr. A.B. Road, Worli, Mumbai â€" 400 018 on Monday, 14th day of June, 2021 for the purpose of considering

and, if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Merger and Arrangement between Mipco

Investments Private Limited and Emsons Leasing Company Private Limited and Maple Properties and Commodities Private Limited with Manoway

Investments Private Limited and Solai Consulting Private Limited and Benguela Consulting Private Limited and their respective shareholders.

At least one month before the said the meeting of Equity Shareholders of the respective Applicant Companies to be held as aforesaid, a notice

convening the said meeting at the place, day, date and time aforesaid, together with a copy of the Scheme, a copy of the explanatory statement

disclosing all material facts as required under Section 230(3) of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises,

Arrangements and Amalgamations) Rules, 2016 notified and the prescribed Form of Proxy, shall be sent by Registered Post or by courier or by speed

post or by hand delivery or through email, (to those Equity Shareholders whose email addresses are duly registered with the respective Applicant

Companies for the purpose of receiving such notices be email), addressed to each of the Equity Shareholders of the Applicant Companies, at their

registered or last known addresses or e-mail addresses as per the records of the respective Applicant Companies or can be obtained free of charge by

emailing to the Applicant Companies at sahirpatel@gmail.com.

At least not less than 30 days before the said meeting of the Equity Shareholders of the respective Applicant Companies to be held as aforesaid, a

notice convening the said meeting, indicating the place, day, date and time of the meeting as aforesaid be published and stating that copies of the

Scheme and the statement required to be furnished pursuant to Section 230(3) of the Companies Act, 2013 read with Rule 6 of the Companies

(Compromises, Arrangements and Amalgamations) Rules, 2016 and the form of Proxy can be obtained free of charge at the Registered Office of the

Applicant Companies as aforesaid and/or at the office of its Authorised Representative ZADN & Associates at 1st Floor, Sadhana Rayon House, Dr.

D.N. Road, Fort, Mumbai-400 021.

That the joint notice of the Meeting of the Equity Shareholders of the respective Applicant Companies shall be advertised in two local newspapers,

viz, “ The Free Press Journal†in English and translation thereof in “Navshakti†in Marathi language both having wide circulation in the state

in which Registered Office of the respective Applicant Companies are situated, and shall also be placed not less than thirty (30) days before the date

fixed for the meeting on the website of the Applicant Companies, if any.

Mr. Pradip Patel, Executive Director of the Applicant Company 1, failing him Mr. Tanuj Patel, Executive Director of the Applicant Company 1

shall be the Chairperson of the aforesaid meeting of the Equity Shareholders of the Applicant Company 1 to be held at 402 B, Poonam Chambers, Dr.

A.B. Road, Worli, Mumbaiâ€"400 018 on Monday, 14th day of June, 2021 or any adjournment or adjournments thereof.

Mr. Pradip Patel, Executive Director of the Applicant Company 2, failing him Mr. Tanuj Patel, Executive Director of the Applicant Company 2

shall be the Chairperson of the aforesaid meeting of the Equity Shareholders of the Applicant Company 2 to be held at 402 B, Poonam Chambers, Dr.

A.B. Road, Worli, Mumbaiâ€"400018 on Monday, 14th day of June, 2021 or any adjournment or adjournments thereof.

Mr. Pradip Patel, Executive Director of the Applicant Company 3, failing him Mr. Tanuj Patel, Executive Director of the Applicant Company 3

shall be the Chairperson of the aforesaid meeting of the Equity Shareholders of the Applicant Company 3 to be held at 402 B, Poonam Chambers, Dr.

A.B. Road, Worli, Mumbaiâ€"400018 on Monday, 14th day of June, 2021 or any adjournment or adjournments thereof.

Mr. Pradip Patel, Executive Director of the Applicant Company 4, failing him Mr. Tanuj Patel, Executive Director of the Applicant Company 4

shall be the Chairperson of the aforesaid meeting of the Equity Shareholders of the Applicant Company 4 to be held at 402 B, Poonam Chambers, Dr.

A.B. Road, Worli, Mumbaiâ€"400018 on Monday, 14th day of June, 2021 or any adjournment or adjournments thereof.

Mr. Pradip Patel, Executive Director of the Applicant Company 5, failing him Ms. Trupti Patel, Executive Director of the Applicant Company 5

shall be the Chairperson of the aforesaid meeting of the Equity Shareholders of the Applicant Company 5 to be held at 402 B, Poonam Chambers, Dr.

A.B. Road, Worli, Mumbaiâ€"400018 on Monday, 14th day of June, 2021 or any adjournment or adjournments thereof.

Mr. Sudhir Patel, Executive Director of the Applicant Company 6, failing him Ms. Meena Patel, Executive Director of the Applicant Company 6

shall be the Chairperson of the aforesaid meeting of the Equity Shareholders of the Applicant Company 6 to be held at 402 B, Poonam Chambers, Dr.

A.B. Road, Worli, Mumbaiâ€"400018 on Monday, 14th day of June, 2021 or any adjournment or adjournments thereof.

Mr. Hitesh Patel, Practicing Company Secretary (Membership No. A62309 & COP No. 24294 is hereby appointed as Scrutinizer of the meeting

of the Equity Shareholders of the respective Applicant Companies to be held as aforesaid.

That the respective Chairperson appointed for the aforesaid meeting of the Equity Shareholders to issue the advertisement and send out the

notices of the respective meeting referred to above. The said respective Chairperson shall have all powers as per respective company's Articles of

Association and also under the Companies Act, 2013 in relation to the conduct of the meeting, including for deciding procedural questions that may

arise or at any adjournment thereof or any other matter including an amendment to the Scheme or resolution/ if any, proposed at the meetings by any

person(s).

The quorum for the aforesaid respective meeting of the Equity Shareholders shall be as prescribed under Section 103 of the Companies Act, 2013.

In case if the quorum as noted above is not present at the meeting, then the meeting shall be adjourned by half an hour, and thereafter the persons

present and voting shall be deemed to constitute the quorum. For the purpose of quorum for the meeting of respective Applicant Companies, proxies

will be considered, as per applicable provisions of the secretarial standards, if the proxy in the prescribed form, duly signed by the person entitled to

attend and vote at the meeting is filed with the registered office of the respective Applicant Companies at least 48 hours before the meeting.

The voting by proxy or authorised representative shall be permitted, provided that a proxy in the prescribed form/authorisation duly signed by the

person entitled to attend and vote at the meeting, are filed with the respective Applicant Companies at its Registered office(s) not later than 48 hours

before the aforesaid meeting as required under Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

The value and number of the shares of each Equity shareholders shall be in accordance with the books/ register of the respective Applicant

Companies or depository records and where the entries in the books/register/ depository records are disputed, the respective Chairperson of the

meeting shall determine the value and the number for the purpose of the aforesaid meeting and his decision in that behalf would be final.

The Chairperson of respective meeting to file an affidavit not less than seven (7) days before the date fixed for the holding of the respective

meeting of Equity Shareholder and do report to this Tribunal that the direction regarding the issue of notices and the advertisement have been duly

complied with as per Rule 12 of the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016.

The Chairperson of the respective meeting to report to this Tribunal, the result of the aforesaid meeting of Equity Shareholders within thirty days

of the conclusion of the meeting.

The Applicant Company 1 has no secured creditors, as per certificate given by its statutory auditor, which is placed as Annexure ‘W-1’ at

page no 498-499 of the Joint Company Scheme Application. Therefore, the question of conducting meeting of the secured creditors of the Applicant

Company 1 does not arise.

The Applicant Company 2 has no secured creditors, as per certificate given by its statutory auditor, which is placed as Annexure ‘W-2’ at

page no 500-501 of the Joint Company Scheme Application. Therefore, the question of conducting meeting of the secured creditors of the Applicant

Company 2 does not arise.

The Applicant Company 3 has no secured creditors, as per certificate given by its statutory auditor, which is placed as Annexure ‘W-3’ at

page no 502-503 of the Joint Company Scheme Application. Therefore, the question of conducting meeting of the secured creditors of the Applicant

Company 3 does not arise.

The Applicant Company 4 has no secured creditors, as per certificate given by its statutory auditor, which is placed as Annexure ‘W-4’ at

page no 504-505 of the Joint Company Scheme Application. Therefore, the question of conducting meeting of the secured creditors of the Applicant

Company 4 does not arise.

The Applicant Company 5 has no secured creditors, as per certificate given by its statutory auditor, which is placed as Annexure ‘W-5’ at

page no 506-507 of the Joint Company Scheme Application. Therefore, the question of conducting meeting of the secured creditors of the Applicant

Company 5 does not arise.

The Applicant Company 6 has no secured creditors, as per certificate given by its statutory auditor, which is placed as Annexure ‘W-6’ at

page no 508-509 of the Joint Company Scheme Application. Therefore, the question of conducting meeting of the secured creditors of the Applicant

Company 6 does not arise.

The Representative for the Applicant Companies states that there are 2 (Two) unsecured creditors in the Applicant Company 1 of the value of

Rs. 1,51,730/- (Rupees one lakhs fifty one thousand seven hundred thirty only), as per certificates given by their statutory auditor, which are placed as

Annexure ‘X’ at page 510-512 of the Joint Company Scheme Application out of which Tax Deducted at Source Payable (TDS) of Rs. 1,730/-

has been paid off as on date. The Representative for the Applicant Companies further submits that the Applicant Company 1 has obtained consent

affidavit in writing agreeing to the Scheme from remaining sole unsecured creditors of the Applicant Company 1 for the value amounting to Rs.

1,50,000/- (Rupees one lakhs fifty thousand only) and at annexed as “X-1†at page 513-515 of the Joint Company Scheme Application. Therefore,

the meeting of the unsecured creditors of the Applicant Company 1 is not required and dispensed with.

The Applicant Company 2 has no unsecured creditors, as per certificate given by its statutory auditor, which is placed as Annexure ‘Y’ at

page no 516-517 of the Joint Company Scheme Application. Therefore, the question of conducting meeting of the unsecured creditors of the Applicant

Company 2 does not arise.

The Applicant Company 3 has no unsecured creditors, as per certificate given by its statutory auditor, which is placed as Annexure ‘Z’ at

page no 518-519 of the Joint Company Scheme Application. Therefore, the question of conducting meeting of the unsecured creditors of the Applicant

Company 3 does not arise.

The Representative for the Applicant Companies states that there are 2 (Two) unsecured creditors in the Applicant Company 4 of the value of

Rs. 1,52,250/- (Rupees one lakhs fifty two thousand two hundred fifty only), as per certificates given by their statutory auditor, which are placed as

Annexure ‘AA’ at page 520-522 of the Joint Company Scheme Application out of which Tax Deducted at Source Payable (TDS) of Rs.

2,250/- has been paid off as on date. The Representative for the Applicant Companies further submits that the Applicant Company 4 has obtained

consent affidavit in writing agreeing to the Scheme from remaining sole unsecured creditors of the Applicant Company 4 for the value amounting to

Rs. 1,50,000/- (Rupees one lakhs fifty thousand only) and at annexed as “AA-1†at page 523-525 of the Joint Company Scheme Application.

Therefore, the meeting of the unsecured creditors of the Applicant Company 4 is not required and dispensed with.

The Applicant Company 5 has no unsecured creditors, as per certificate given by its statutory auditor, which is placed as Annexure ‘BB’ at

page no 526-527 of the Joint Company Scheme Application. Therefore, the question of conducting meeting of the unsecured creditors of the Applicant

Company 5 does not arise.

The Applicant Company 6 has no unsecured creditors, as per certificate given by its statutory auditor, which is placed as Annexure ‘CC’ at

page no 528-529 of the Joint Company Scheme Application. Therefore, the question of conducting meeting of the unsecured creditors of the Applicant

Company 6 does not arise.

The Applicant Companies are directed to serve the notice along with copy of the Scheme upon (i) the Central Government through the office of

Regional Director (Western Region) Ministry of Corporate Affairs, Mumbai, Maharashtra; (ii) the Registrar of Companies at Mumbai; (iii) the Income

Tax Authority for (a) Applicant Company 1 having PAN No. AAACM4508N, at Income Tax Officer, Ward 7(2)(1), Aaykar Bhavan, Maharshi

Karve Road, Churchgate, Mumbai-400 020, (b) Applicant Company 2 having PAN No. AAACM4785D, at Income Tax Officer, Ward 6(2)(1),

Aaykar Bhavan, Maharshi Karve Road, Churchgate, Mumbai-400 020, (c) Applicant Company 3 having PAN No. AAACM3612P, at Income Tax

Officer, Ward 7(2)(1), Aaykar Bhavan, Maharshi Karve Road, Churchgate, Mumbai-400 020, (d) Applicant Company 4 having PAN No.

AAACM3615L, at Income Tax Officer, Ward 7(2)(1), Aaykar Bhavan, Maharshi Karve Road, Churchgate, Mumbai-400 020, (e) Applicant

Company 5 having PAN No. ABDCS8759D, at Income Tax Officer, Ward 8(2)(1), Aaykar Bhavan, Maharshi Karve Road, Churchgate, Mumbai-

400 020, and (f) Applicant Company 6 having PAN No. AAJCB1129P, at Deputy Commissioner of Income Tax, Circle 6(1)(2), Aaykar Bhavan,

Maharshi Karve Road, Churchgate, Mumbai-400 020, pursuant to section 230(5) of the Companies Act, 2013 read with rule 8 of the Companies

(Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal from such authorities within 30 days from

the date of receipt of the notice, it will be presumed that they have no objection to the proposed Scheme.

Additionally, the Applicant Company 1, the Applicant Company 2 and the Applicant Company 3 are directed to serve notice along with copy of the

Scheme upon Official Liquidator, High Court, Bombay, pursuant to section 230(5) of the Companies Act, 2013 read with rule 8 of the Companies

(Compromises, Arrangements and Amalgamations) Rules, 2016. The Tribunal is appointing M/s Sandeep Rathi & Associate, Chartered Accountants,

having address at 304, Saba Palace, 4th Road, Khar (west), Mumbai- 400052, to assist the Official Liquidator to scrutinize the books of accounts of

the said Transferor Companies for the last 5 years and submit its representation/report to the Tribunal. The aforesaid Company to pay fees of Rs.

2,00,000/- plus applicable taxes, if any for this purpose. If no representation / response is received by the Tribunal from Official Liquidator, High Court,

Bombay within a period of 30 days from the date of receipt of such notice, it will be presumed that Official Liquidator has no representation/ objection.

Additionally, the Applicant Company 1, the Applicant Company 2, the Applicant Company 3 and the Applicant Company 4 are directed to serve

notice along with copy of the Scheme upon Reserve Bank of India, pursuant to section 230(5) of the Companies Act, 2013 read with rule 8 of the

Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal from such authorities within 30

days from the date of receipt of the notice, it will be presumed that they have no objection to the proposed Scheme.

The Applicant Companies shall file compliance report with the Registry in regard to the directions given in this Order, in lieu of customary affidavit

of service, due to the prevailing lockdown warranted by Covid-19 pandemic, for proving service of notice on the Regulatory Authorities as stated

above.