Aarnav inspiring textiles

August 1.8,2022

To,
BSE Limited
Phiroze Jeejeebhoy Towers,
DalalStreet,
Mumbai- 400 001.

Scrip.Code :539552

Dear Sir/Madam,

Sub.: Order of Scheme of Arrangement of Aarnav Fashions Limited ("Company")

Ref.: Regulation 30 of the Securities and Exchange Board of lndia (listing Obligations and Disclosure
Requirements) Regutations, 2015 ["SeAl LODR Regulations")

This is to inform that the Joint Company Petition made by company for seeking direction under Section
230-232 for the proposed Scheme of Amalgamation, the order was pronounced on August 10,2022
by the Hon'ble National Company Law Tribunal, Ahmedabad Bench ("NCLT") and same was updated
on NCLT website today. The copy of said order is attached herewith.

Kindly take this on your record & disseminate

Thanking you

FOR AARNAV FASHIONS LIMITED

wt:
NIDHIAGGRAWAL
COMPANY SECRETARY & COMPLIANCE OFFICER
ACS-51021

ENCL: - ORDER OF NCLT DATED LO.08.2022

).

AARNAV FASHIONS LIMITED

Regd. 0f{.:-1, New Cloth lVarket, O/s. Raipur Gate,
Raipur, Ahmedabad-380002 (lndia)
t 07 9-297 02983-84 e ; aarnavfashions@gmail.com
web :www.aarnavgroup.com CIN: 1171 00GJ1 983p1C028990
 IN THE NATIONAL COMPANY LAW TRIBUNAL
AHMEDABAD
DIVISION BENCH
COURT - 1
ITEM No.206
C.P.(CAA)/6(AHM)2022 in C.A.(CAA)/67(AHM)2021

Orders under Section 230-232

IN THE MATTER OF:

Gopi Synthetics Pvt Ltd ........Applicant
Aarnav Synthetics Pvt Ltd
Aarnav Textile Mills Pvt Ltd ........Respondent
Symbolic Finance & Investment Pvt Ltd
Ankush Motor & General Finance Company Pvt Ltd
Aarnav Fashions Ltd

Order delivered on ..10/08/2022

Coram: Mr. Madan Bhalchandra Gosavi- Member (Judicial)

Mr. Kaushalendra Kumar Singh- Member (Technical)

PRESENT:

For the Applicant :

For the Respondent :

ORDER

The case is fixed for pronouncement of the order. The order is pronounced in
open Court vide separate sheet.

-SD- -SD-

KAUSHALENDRA KUMAR SINGH MADAN B GOSAVI

MEMBER (TECHNICAL) MEMBER (JUDICIAL
 IN THE NATIONAL COMPANY LAW TRIBUNAL
AHMEDABAD BENCH COURT NO. I

CP (CAA) No. 6/AHM/2022 in

CA (CAA) No. 67 of 2021

[In the matter of Sections 230-232 and read with other applicable provisions
of the Companies Act, 2013 read with Companies (Compromises,
Arrangements, and Amalgamations) Rules, 2016]

In the matter:
1. GOPI SYNTHETICS PRIVATE LIMITED
(CIN: U17119GJ1981PTC004187)
A Company incorporated under the
provisions of Companies Act, 1956
having its Registered Office at
Survey No. 302, IsanpurGopi
Compound, Narol – Vatva Road,
Narol, Ahmedabad – 382 405
in the State of Gujarat.

… Petitioner Transferor Company No. 1

AND

2. AARNAV SYNTHETICS PRIVATE LIMITED

(CIN: U17110GJ1973PTC002397)
A Company incorporated under the
provisions of Companies Act, 1956
having its Registered Office at
Survey No. 6/1 & 6/2, Gopi Compound,
Near Narol Village, Narol,
Ahmedabad – 382 405in the State of Gujarat.

… Petitioner Transferor Company No. 2

AND
 CP (CAA) No. 6/AHM/2022 in
CA (CAA) No. 67 of 2021

3. AARNAV TEXTILE MILLS PRIVATE LIMITED

(CIN: U17110GJ1983PTC006036)
A Company incorporated under the
provisions of Companies Act, 1956
having its Registered Office at
Survey No. 305, IsanpurGopi Compound,
Narol – Vatva Road, Narol,
Ahmedabad – 382 405in the State of Gujarat.

… Petitioner Transferor Company No. 3

AND

4. SYMBOLIC FINANCE AND INVESTMENT

PRIVATE LIMITED
(CIN: U74110GJ1996PTC107790)
A Company incorporated under the
provisions of Companies Act, 1956
having its Registered Office at
1, Mezzanine Floor, New Cloth Market,
Outside Raipur Gate, Raipur,
Ahmedabad – 380 002in the State of Gujarat.

… Petitioner Transferor Company No. 4

AND

5. ANKUSH MOTOR AND GENERAL

FINANCE COMPANY PRIVATE LIMITED
(CIN: U74110GJ1987PTC119132)
A Company incorporated under the
provisions of Companies Act, 1956
having its Registered Office at
1, New Cloth Market, Mezzanine Floor,
Outside Raipur Gate, Raipur,
Ahmedabad – 380 002in the State of Gujarat.

… Petitioner Transferor Company No. 5

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 CP (CAA) No. 6/AHM/2022 in
CA (CAA) No. 67 of 2021

AND

AARNAV FASHIONS LIMITED

(CIN: L17100GJ1983PLC028990)
A Company incorporated under the
provisions of Companies Act, 1956
having its Registered Office at 1,
New Cloth Market, Outside Raipur Gate,
Raipur, Ahmedabad – 380 002
in the State of Gujarat.

… Petitioner Transferee Company

Order delivered on 10.08. 2022

Coram: Mr. Madan Bhalchandra Gosavi (Member Judicial)

Mr. Kaushalendra Kumar Singh (Member Technical)

Appearance: Ms. Vaibhavi K. Parikh, Advocate for the Petitioner Companies

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 CP (CAA) No. 6/AHM/2022 in
CA (CAA) No. 67 of 2021

ORDER

1. The instant joint petition is filed under Sections 230 to 232 of the

Companies Act, 2013 (hereinafter referred to as “the Act”) by the

Petitioner Companies viz. Gopi Synthetics Private Limited, Aarnav

Synthetics Private Limited, Aarnav Textile Mills Private Limited,

Symbolic Finance and Investment Private Limited, Ankush Motor

and General Finance Company Private Limited (hereinafter referred

to as “the Petitioner Transferor Companies”) with Aarnav Fashions

Limited (hereinafter referred to as “the Petitioner Transferee

Company”) for seeking sanction of the Scheme of Arrangement in the

nature of Amalgamation.

2. It is submitted by the Petitioner Companies that all the Companies are

situated in the State of Gujarat hence all the Companies are under the

jurisdiction of the National Company Law Tribunal Bench at Ahmedabad.

3. It has been submitted that all the companies belong to the same group of

management. The Petitioner Transferor Company No. 1 viz. Gopi

Synthetics Private Limited is a flagship company of the entire group. The

Petitioner Transferor Company No. 4 viz. Symbolic Finance and

Investment Private Limited is the wholly owned subsidiary of the

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 CP (CAA) No. 6/AHM/2022 in
CA (CAA) No. 67 of 2021

Petitioner Transferor Company No. 5 viz. Ankush Motor and General

Finance Company Private Limited. The Petitioner Transferee Company

viz. Aarnav Fashions Limited is a listed public limited company whose

shares are listed at Bombay Stock Exchange (BSE). The Scheme is a part

of the internal reorganization of the group companies and does not

adversely affect the stakeholders. It is envisaged that the proposed Scheme

of Arrangement in the nature of Amalgamation would facilitate

consolidation of business operations into a listed entity, rationalization of

group corporate structure, reduction in multiplicity of compliance

requirements, reduction in administrative expenses, optimum utilization of

resources, elimination of inter-company holdings and layering of

investments and business operations.

4. In compliance with the proviso to Clause (e) of sub-section (7) of Section

230 of the Companies Act, 2013, certificate from the Statutory Auditors of

the Petitioner Companies dated 23rd January, 2021 confirm that the

accounting treatment as proposed in Part IV under the Scheme is in

conformity with the Accounting Standards prescribed under Section 133 of

the Companies Act, 2013.

5. The Petitioner Companies further submitted that there are no pending

investigation proceedings in relation to the Petitioner Companies under

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CA (CAA) No. 67 of 2021

Sections 210 to 227 of the Companies Act, 2013 and/or Sections 235 to

251 of the Companies Act, 1956.

6. It is also submitted that as per the knowledge of the Petitioner Companies

no winding-up proceedings are pending against any of the Petitioner

Companies under the Companies Act, 2013 or the corresponding

provisions of the Companies Act, 1956.

7. The report dated 23rd January, 2021 confirming the proposed Exchange

Ratio & Entitlement Ratio of the Equity Shares, being just and reasonable

was provided by Shri Hitendra Ranka, Chartered Accountant, Ahmedabad.

A Fairness Opinion dated 23rd January, 2021 from Vivro Financial Services

Private Limited on valuation of assets/shares carried out by the valuer for

the listed entity and unlisted entities was obtained by the Petitioner

Transferee Company as it being a public listed entity. At the respective

Board Meetings held on 23rd January, 2021 and 5th August 2021, the Board

of Directors of the Petitioner Transferor Companies and at meeting held on

23rd January, 2021 and 12th August, 2021, the Board of Directors of the

Petitioner Transferee Company approved the same.

8. The Petitioner Companies filed a joint application being C.A.(CAA) No.

67 of 2021 before this Tribunal for seeking dispensation of the meetings of

the Equity Shareholders of the Petitioner Transferor Company No. 4 (viz.

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 CP (CAA) No. 6/AHM/2022 in
CA (CAA) No. 67 of 2021

Symbolic Finance and Investment Private Limited) and Petitioner

Transferor Company No. 5 (viz. Ankush Motor and General Finance

Company Private Limited) in the llight of the Consent letters; and as no

Secured Creditors were in Petitioner Transferor Company No. 2 (viz.

Aarnav Synthetics Private Limited), Petitioner Transferor Company No. 3

(viz. Aarnav Textile Mills Private Limited), Petitioner Transferor Company

No. 4 (viz. Symbolic Finance and Investment Private Limited), Petitioner

Transferor Company No. 5 (viz. Ankush Motor and General Finance

Company Private Limited) and Petitioner Transferee Company (viz.

Aarnav Fashions Limited); hence meeting not required and seeking

dispensation of the meetings of the Unsecured Creditors of the Petitioner

Transferor Company No. 2 (viz. Aarnav Synthetics Private Limited),

Petitioner Transferor Company No. 3 (viz. Aarnav Textile Mills Private

Limited), Petitioner Transferor Company No. 4 (viz. Symbolic Finance and

Investment Private Limited), Petitioner Transferor Company No. 5 (viz.

Ankush Motor and General Finance Company Private Limited) and

Petitioner Transferee Company (viz. Aarnav Fashions Limited). This

Tribunal allowed the Company Application vide its order dated 27 th

September, 2021 directed for dispensation of convening and holding of the

meeting of the Equity Shareholders of the said Petitioner Company

Transferor Company 4 and 5 in view of the consent letters given by the

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CA (CAA) No. 67 of 2021

Equity Shareholders of the respective Petitioner Companies and directed

for convening and holding of the meeting of the Equity Shareholders of the

said Petitioner Company Transferor Company No. 1, Applicant Transferor

Company No. 2 Applicant Transferor Company No. 3 and Applicant

Transferee Company. There were no Secured Creditors in the said

Applicant Company no. 2, 3, 4 and 5 and the Applicant Transferee

Company so meeting of their secured creditor was dispensed with and

convening the meeting of secured creditor of Applicant Transferor

Company 1 was granted. Similarly, vide the said order dated 27th

September, 2021 dispensation with the convening and holding of the

meeting of the Unsecured Creditors of Applicant Transferor Company No.

1 of the said Petitioner Companies was granted in view of the consent letter

given by the Unsecured Creditors of the said respective Petitioner

Companies.

9. The Petitioner Companies through a joint application being C.A.(CAA)

No. 67 of 2021 filed before this Tribunal had sought directions to convene

and hold meetings on of the –

 Equity Shareholders of the following Petitioner Companies :–

1) Gopi Synthetics Private Limited – Petitioner Transferor Company No. 1 at

10.00 a.m.

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2) Aarnav Synthetics Private Limited – Petitioner Transferor Company No. 2

at 11.30 a.m.

3) Aarnav Textile Mills Private Limited – Petitioner Transferor Company No.

3 at 01.00 p.m.

4) Aarnav Fashions Limited – Petitioner Transferee Company at 02.00 p.m.

 Secured Creditors of the following Petitioner Company :–

1) Gopi Synthetics Private Limited – Petitioner Transferor Company No. 1 at

04.30 p.m.

 Unsecured Creditors of the following Petitioner Company :–

1) Gopi Synthetics Private Limited – Petitioner Transferor Company No. 1 at

06.00 p.m.

10. This Tribunal allowed the Company Application vide order dated 27th

September, 2021 inter alia, directed for convening meetings of the Equity

Shareholders, Secured Creditors and Unsecured Creditors on 17th

November, 2021. This Tribunal appointed Mr. Sourabh Vijay Patwari,

Independent Director of the Petitioner Transferor Company No. 1 as the

Chairman of the said meetings and Mr. Dipak Gupta, D.B.G. & Associates,

Practicing Chartered Accountant as the Scrutinizer of the aforesaid

meetings and gave further directions to comply with various stipulations

contained in the Order including filing of the Chairman’s Report.

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CA (CAA) No. 67 of 2021

11. Vide the said Order dated 27th September 2021, the Petitioner Companies

were directed to serve Notice of the Scheme to the Regulatory Authorities

viz. (i) Central Government through the Regional Director, North Western

Region, (ii) Registrar of Companies, Ahmedabad, (iii) the Official

Liquidator and (iv) concerned Income Tax Authorities v) BSE along with

the Notice, Explanatory Statement and other requisite documents and

disclosures stating that representation, if any, to be made by them, be made

within 30 days from the date of receipt of such notice. The Notices were

duly served on all the authorities vide email on 16th October, 2021 and vide

hand delivery on 18th October, 2021. An Affidavit dated 28thOctober, 2021

confirming the compliance of the said directions for service of notice on all

the Regulatory Authorities along with acknowledgements for the same

were filed with this Tribunal.

12. The Petitioner Companies in compliance of the Order dated 27 th

September, 2021, sent individual Notices to all the respective Equity

Shareholders, Secured Creditors and Unsecured Creditors together with the

Scheme of Amalgamation, Statement required under Section 102 read with

Sections 230 to 232 of the Companies Act, 2013, a form of proxy and

other documents required to be annexed therewith and/or forming part

thereof, through courier and at their e-mail addresses as available in the

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CA (CAA) No. 67 of 2021

records of the respective Petitioner Companies. The Notice convening

meetings was also advertised in Gujarati daily and English daily both

“Western Times” having circulation in Ahmedabad on 17th October, 2021

as directed by this Tribunal. An affidavit has been filed by the Chairperson

of the meeting confirming the compliance of the directions.

13. On 17th November 2021, a meeting of the Equity Shareholders, Secured

Creditors and Unsecured Creditors of the respective Petitioner Companies

as mentioned in paragraph no. 3 hereinabove was duly convened at Survey

No. 302, Isanpur, Narol Ahmedabad – 382405 in the State of Gujarat at the

time mentioned hereinabove, and voting at said meetings was conducted in

accordance with the directions contained in Order dated 27th September,

2021 of this Tribunal and Rule 13 of the Companies (Compromises,

Arrangements and Amalgamations) Rules, 2016. Report of the said

meetings has also been filed by the Chairman vide affidavit dated 9th

December, 2021 with the Registry of this Tribunal on 13th December,

2021. A perusal of the same confirms the unanimous approval of the

proposed Scheme by the–

(i) Equity Shareholders of :

 Gopi Synthetics Private Limited – Petitioner Transferor Company No. 1,

 Aarnav Synthetics Private Limited – Petitioner Transferor Company No. 2,

and

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 Aarnav Textile Mills Private Limited – Petitioner Transferor Company No.

3,

(ii) Secured Creditors of :

 Gopi Synthetics Private Limited – Petitioner Transferor Company No. 1

(iii) Unsecured Creditors of :

 Gopi Synthetics Private Limited – Petitioner Transferor Company No. 1

Present and cast valid votes at the meeting. From the Report filed with this

Tribunal, it emerges that the Scheme of Amalgamation was unanimously

approved viz. 100% in number and 100% in value by the Equity

Shareholders, Secured Creditors and Unsecured Creditors of the respective

Petitioner Companies.

14. A perusal of the report of the meetings also confirms the approval of the

proposed Scheme by the Equity Shareholders of Aarnav Fashions Limited

– Petitioner Transferee Company by statutory majority who voted either

through remote e-voting or were personally present and casted valid votes

at the meeting. From the report filed with this Tribunal, it emerges that the

Scheme of Amalgamation was approved by statutory majority viz. 96.66%

in number and 99.96% in value by the Equity Shareholders of the

Petitioner Transferee Company.

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15. The Petitioner Companies then filed the present joint Company Petition

being C.P. (CAA) No. 6 of 2022, seeking sanction of the proposed Scheme

of Arrangement in the nature of Amalgamation of the Petitioner

Companies.

16. This Tribunal vide Order dated 25th January 2022, while admitting the

aforesaid joint Company Petition, issued directions to publish notice of

hearing of the Petition in the newspapers viz. English Daily and Gujarati

Daily both in “Financial Express” having circulation in Ahmedabad not

less than ten days before the date fixed for hearing, calling for objections, if

any, on or before the date of hearing of the petition. Further directions were

also issued to serve notice of hearing of the petition to the statutory

authorities viz. (i) Central Government through the Regional Director,

North Western Region; (ii) Registrar of Companies, Ahmedabad; (iii) the

Official Liquidator and (iv) concerned Income Tax Authorities informing

the date of hearing.

17. Pursuant to the said directions, the Petitioner Companies published notice

of hearing of the petition in English daily and Gujarati daily both in

“Financial Express” having circulation in Ahmedabad on 1st February,

2022. Notice of hearing of the petitions were also served upon the statutory

authorities viz. (i) Central Government through the Regional Director,

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CA (CAA) No. 67 of 2021

North Western Region, (ii) Registrar of Companies, Ahmedabad, (iii) the

Official Liquidator and (iv) concerned Income Tax Authorities and an

affidavit of service and publication dated 17th February, 2022 has been filed

by the Director of the Petitioner Companies confirming the same has been

placed on record.

18. In response to the said notices, a representation dated 7 thJanuary, 2022 was

received from the Regional Director, Western Region. The office of the

Official Liquidator also filed a report dated 3rd March, 2022. No

representation was received from the Income Tax Authorities or any other

regulatory authority.

19. The Regional Director made a common representation along with RoC on

7th January, 2022 wherein Regional Director has made few observations.

The same pertain to –

(a) Paragraph No. 2 (c) is with regard to compliance of section 232 (3)

(i) of the Companies Act, 2013 with respect to enhanced authorized

capital.

(b) Paragraph No. 2(e) is with regard to compliances of all the circulars

issued by SEBI and observation letter issued by BSE and NSE;

(c) Paragraph No. 2(f) is with regard to MCA Index reflecting two

open charge/one secured creditor;

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(d) Paragraph No. 2(h) regarding the observations of the ROC point

no. 3 it states that Transferor Company no. 1 has failed to comply with

the provisions of section 135 (1) read Sub Rule 2 of Rule 3 of

(Corporate Social Responsibility Policy ) Rules, 2014.

Point no. 4 states that Company Directors have violated the provisions

of section 2 (40) read with section 129 of the Companies Act, 2013 and

rules made there under for the Financial Year ended and thus the

Transferor Company No. 5 in default, have rendered themselves liable

to be prosecuted u/s 129 (7) of the Companies Act, 2013.

Point no. 5 states that Transferee Company has failed to file the charge

as per requirement of section 82 read with Rule 8 of the Companies

(Register of Charges) Rules, 2014.

Point no. 6 states that Transferor Company No. 1 has failed to file

creation of charge as per requirement of section 77 read with Rule 3 of

the Companies (Register of Charges) Rules, 2014.

The Central Government (Regional Director) submitted that the related

legal fees/expenses, for submitting the report and representing the

matter be paid by the Petitioner Companies.

20. The Petitioner Companies have filed an affidavit dated 28 thMarch, 2022 in

response to the said representation of the Regional Director. The attention

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of this Tribunal is drawn to the contentions in the said affidavit, whereby

all the above issues have been dealt with.

(i) It is submitted that Paragraph Nos. 2 (a), (b) and (d) of the representation

of the Regional Director confirm service of notice for the proposed

Scheme, consideration for the same being confirmed by the Chartered

Accountant, nature of the proposed Scheme as well as the rationale for

the proposed Scheme.

(ii) It has been observed by the Regional Director vide Paragraph No. 2(c) of

the common representation that the Petitioner Transferee Company is

required to pay the difference of amount of fees which is payable on the

enhanced Authorized Share Capital in accordance of provisions of

Section 232(3)(i) of the Act. In this regard, the Petitioner Transferee

Company is directed to comply and pay difference of amount of fees,

which is payable in accordance with Section 232(3) (i) Act on the

enhanced Authorised Capital, if any pursuant to the Scheme coming into

effect.

(iii) In regard to the observation made by the Regional Director vide

Paragraph No. 2(e) of the common representation, it has been submitted

that the Petitioner Transferee Company ensures that all the requirements

of the circulars of SEBI shall be complied with.

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(iv) In Paragraph No. 2(g) of the common representation, it has been stated by

the Regional Director that the Registrar of Companies vide its letter No.

ROC /GJ /49 /Sec.230-232 /Aarnav Fashions /2020-21 /5971 dated 13th

December, 2021 have stated that there are no complaints against the

Petitioner Companies and also there is no complaint/representation

against the Scheme of Amalgamation of the Companies.

(v) In regard to the observation made by the Regional Director vide

Paragraph No. 2(h) (1) of the common representation, it has been

submitted that the Petitioner Transferor Company No. 1 received a show

cause notice under section 203 of the Act for the first time on 12 th

January, 2022 viz. after the notice under section 230(5) of the Act was

served upon the Registrar of Companies through email on 16 th October,

2021 and hand delivery on 18th October, 2021. On receipt of the show

cause notice, the Petitioner Transferor Company No. 1 filed an

application for compounding under section 441 of the Act dated 17th

February, 2022 and thereafter the hearing of the adjudication proceedings

took place on 4th March, 2022. It has been submitted that the Director and

the Transferor Company No. 1 has paid penalty with respect to the order

dated 23rd June, 2022 passed in the Adjudication Application which is

placed on record by the Petitioner Transferor Company No. 1. It was

further submitted that with respect to Compounding Application dated

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17.02.2022 made under section 441 of the Companies Act petitioner

Transferor Company No. 1 & Transferor Company No. 3 and the same

dated 04.03.2022 Order has been passed by the Registrar of Companies

has also been annexed & Placed on record.

(vi) It has been observed by the Regional Director vide Paragraph No. 2(h)(3)

of the common representation that the Petitioner Transferor Company No.

1 shall comply with the provisions of Section 135(1) read with sub Rule 2

of Rule 3 of (Corporate Social Responsibility Policy) Rules, 2014. In this

regard, it has been submitted that as per the Net Profit under Section 198

of the Act calculated by the Statutory Auditors of the Petitioner

Transferor Company No. 1, it was opined that the provisions of Corporate

Social Responsibility are not applicable to the Petitioner Transferor

Company No. 1 for the F.Y. 2019-20 in view of the explanation provided

under Section 135 of the Act. It has been also submitted that it is

abundantly clear on the reading of sub rule (2) of Rule 3 of the

Companies (CSR Policy) Rules, 2014 that every company which ceases

to be a company which is covered under sub-Section (1) of Section 135

of the Act for three (3) consecutive financial years and shall not be

required to comply with the provisions contained in sub-Sections (2) to

(5) of the Section 135 of the Act till the time it meets the criteria specified

in sub-Section (1) of Section 135 of the Act. As per Net Profit of the

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Petitioner Transferor Company No. 1 which is calculated as per Section

198 of the Act, it ceases to be a company covered under sub –Section (1)

of Section 135 of the Act.

(vii) It has been observed by the Regional Director vide Paragraph No. 2(h)(4)

of the common representation that the Petitioner Transferor Company No.

5 has failed to attach cash flow statement for the year ended 31/03/2019,

31/03/2020 and 31/03/2021 with AOC-4 filed under the MCA21 portal.

Therefore there is violation of the provisions of Section 2(40) read with

Section 129 of the Act and Rules there under for the said financial years.

In this regard, it has been submitted that the said non-compliance is an

inadvertent error on the part of the Petitioner Transferor Company No. 5

due to the misreading of the provisions of the Section 2(85) of the Act.

The Petitioner Transferor Company No. 5 independently, do fall under

the provisions of Section 2(85) of the Act, and thus, being a small

company, it is not required to file a cash flow statement as mentioned

under Section 2(40) of the Act. But the misreading was to the effect that

the Petitioner Transferor Company No. 5 was unaware of the fact that the

provisions of small company as mentioned under Section 2(85) of the Act

do not apply to the holding company and subsidiary company and it being

a holding company of the Transferor Company No. 4, the provisions of

Section 2(85) would not apply to the Petitioner Transferor Company No.

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5. The Petitioner Transferor Company No. 5 undertakes to comply with

the provisions of the Act and cure the lapses that have taken place

inadvertently.

(viii) In regard to the observation made by the Regional Director vide

Paragraph Nos. 2(f) and 2(h)(5) of the common representation,it has been

submitted that it is a fact that the Petitioner Transferor Company No. 3 do

not have any Secured Creditors. It has been submitted that the Petitioner

Transferor Company No. 3 has given 2 corporate guarantees in favour of

Punjab National Bank viz. one for Aarnav Industries Private Limited –

Secured Charge ID 100259345 for Rs. 60.42 crores and another for Gopi

Synthetics Private Limited – Secured Charge ID 10409840 for Rs. 161.84

crores.

 With respect to Secured Charge ID 100259345 of Aarnav Industries

Private Limited, the Petitioner Transferor Company No. 3 has extended

corporate guarantee for the secured credit facilities of Rs.60.42 Crores

availed by Aarnav Industries Private Limited and the said guarantee shall

be given by Aarnav Fashions Limited, Petitioner Transferee Company

upon the Scheme coming into effect as stated in Clause 8 of the proposed

Scheme. On perusal of Clause 8 of the proposed Scheme, it is evident that

upon the scheme coming into effect all the charges where the Petitioner

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Transferor Company No. 3 is a party shall be enforced fully and

effectively by the Petitioner Transferee Company.

 With respect to Secured Charge ID 10409840 of Petitioner Transferor

Company No. 1 viz. Gopi Synthetics Private Limited, the Petitioner

Transferor Company No. 3 has extended corporate guarantee for the

secured credit facilities of Rs. 161.84 Crores availed by Gopi Synthetics

Private Limited and the said guarantee shall stand cancelled on account of

both the companies being merged into the Petitioner Transferee Company

and it is subject to clause 4.3 of Clause 4 of the Proposed scheme

document and any liability arising out of the same shall stand transferred

to the Transferee Company. Copy of the Form CHG -1 application for

registration of creation of charge for Rs. 60.42 crores and Rs. 161.84

crores filed by Transferor Company No. 3 has been annexed.

(ix) In regard to the observation made by the Regional Director vide

Paragraph No.2 (h) (6) of the common representation, it has been

submitted that the Charge ID 10409504 and 10399206 is a consortium

charge created by the Petitioner Transferor Company No. 1 viz. Gopi

Synthetics Private Limited, where Punjab National Bank is the lead

banker and State Bank of India and SVC Co-operative Bank limited are

the joint holders in the said charges. Hence there are total 3 Secured

Creditors but only the name of lead banker is shown in MCA’s index of

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charge. Copy of the Form CHG -1 has also been annexed by the

Petitioner Transferor Company.

(x) With regards to last observation, it is submitted that the Petitioner

Companies shall pay requisite fees to the Regional Director as may be

quantified by this Tribunal.

21. Pursuant to the order dated 25th January, 2022, the Official Liquidator

made representation vide letter dated 3rd March, 2022 which is filed

separately for each Petitioner Company wherein few observations have

been made.

22. The Petitioner Companies have filed a common affidavit dated 28thMarch,

2022 in response to the said representation of the Official Liquidator. The

attention of this Tribunal is drawn to the contentions in the said affidavit,

whereby all the issues have been dealt with Company wise as follows:

Gopi Synthetics Private Limited – Petitioner Transferor Company No.

1

(i) In Paragraph No. 9 the Company has been asked to file the Annual

Audited Accounts (Balance Sheet) with the Registrar of Company as at

31/03/2020, it has been submitted to file its statutory return and the Annual

Return and Balance Sheet as on 31/03/2020. The petitioner Transferor

Company undertakes to file it within a week.

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(ii) It has been stated in the representation that the Chartered Accountants were

appointed by the Official Liquidator viz. M/s. Sharp & Associates, a firm

of the Chartered Accountants to scrutiny/investigate the books of accounts

and affairs of the Company. The said Chartered Accountants vide their

report dated 22/12/2021 has reported that “… and that the affairs of the

company have not been conducted in a manner prejudicial to the interest of its

members or the general interest.”

(iii) It has also been submitted that the Transferor Company No. 1 shall

preserve its books, accounts, papers and records and shall not dispose off

without permission of Central Govt.

Aarnav Synthetics Private Limited – Petitioner Transferor Company

No. 2

(i) In Paragraph no. 9 of the report it has been observed with respect to

filing of the Annual Audited Accounts (Balance Sheet) with the

Registrar of Company upto 31/03/2020, it has been submitted to file its

statutory return and the Annual Return and Balance Sheet as on

31/03/2020. Petitioner Transferor Company No. 2 submits that the

Annual Return and Balance Sheet as on 31/03/2021 are filed with the

MCA portal on 28/12/2021 and 31/01/2022 by the Petitioner Transferor

Company No. 2

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(ii) In regard to the another observation made by the Official Liquidator, as

per the MCA portal the name of the Mr. Shankarlal Gopalram Agarwal as

a Director from the Petitioner Transferor Company No. 2 is visible but the

list produced by the company vide letter dated 15.12.2021 the name of Mr.

Shankarlal Gopalram Agarwal does not appear.

The Petitioner Transferor Company No. 2 submitted that in the Notice for

Extra Ordinary General Meeting dated 11/01/2002 proposed to remove Mr.

Shankarlal Gopalram Agarwal as a Director from the Petitioner Transferor

Company No. 2 in the meeting to be convened on 05/02/2002. The said

proposed resolution was then challenged by Mr. Shankarlal Gopalram

Agarwal before the City Civil and Sessions Court, Ahmedabad. The city

civil court its vide Order dated 02/02/2002 granted stay on the said

proposed resolution to be passed in the said Extra Ordinary General

Meeting. Subsequently, the civil suit preferred by Mr. Shankarlal

Gopalram Agarwal came to be dismissed for default vide order dated

20/07/2018. Subsequent to the dismissal of the said civil suit, the Petitioner

Transferor Company No. 2 attempted to file necessary form being Form

DIR-12 with the Registrar of Companies on 15/09/2018 but the same was

not accepted by the Registrar of Companies. Therefore, the MCA portal

still shows the name of Mr. Shankarlal Gopalram Agarwal as Director of

the Petitioner Transferor Company No. 2. It has been submitted that the

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Petitioner Transferor Company No. 2 undertakes to do the needful for

updating the record of the Registrar of Companies.

Aarnav Textile Mills Private Limited – Petitioner Transferor Company No.

(i) It has been stated in the representation that the Chartered Accountants were

appointed by the Official Liquidator viz. M/s. Sharp & Associates, a firm

of the Chartered Accountants to scrutiny/investigate the books of accounts

and affairs of the Company. The said Chartered Accountants vide their

report dated 22/12/2021 has reported that “… and that the affairs of the

company have not been conducted in a manner prejudicial to the interest

of its members or the general interest.”

Further, the said Chartered Accountants after examination of statutory

records, vide letter dated 28/01/2022 submitted with the Official

Liquidator supplementary investigation report finally concluded as under :-

“On the basis of our observations and significant Justification, we have

obtained, the Scheme of Amalgamation of Transferor Company(ies) into

Transferee Company (Aarnav Fashion Ltd.) is not prejudicial to public

interest and is beneficial for all the parties to the scheme. The Scheme of

Amalgamation is believed to achieve the objects as mentioned in the

report as higher valuation to the transferee/Merged Company (Aarnav

Fashion Ltd.)”.
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Symbolic Finance And Investment Private Limited – Petitioner

Transferor Company No. 4

(i) In regard to the observation made by the Official Liquidator in his

representation, it has been submitted that the Petitioner Transferor

Company No. 4 has filed its balance sheet upto 31.03.2021 after the

appointed date of the scheme that is 01.10.2020. The Petitioner Transferor

Company No. 4 submits that they have complied with the statutory

compliances which are mandatory under the Companies Act, 2013 by

filing its Annual Audit Accounts (Balance Sheet) with the Registrar of

Companies as on 31/03/2021, otherwise, the Petitioner Transferor

Company No.4 shall be declared defaulter by the Registrar of Companies.

Therefore, the Petitioner Transferor Company No. 4 has adhered to the

statutory compliances by filing the Annual Audit Accounts (Balance

Sheet) as on 31/03/2021 which is subsequent to the appointed date of the

scheme viz. 01/10/2020.

(ii) In regard to another observation made by the Official Liquidator in his

representation, to carry forward the security premium amount Rs.

45,94,32,000/- to the Transferee Company as it upon the approval of the

scheme, it has been submitted that the Petitioner Transferor Company No.

4 undertakes to carry forward the amount lying under the head Reserves

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and Surplus which is shown as Securities Premium to the Transferee

Company upon approval of the Scheme of Amalgamation.

Ankush Motor And General Finance Company Private Limited –

Petitioner Transferor Company No. 5

(i) In regard to the observation made by the Official Liquidator in his

representation, as to why the filing of balance sheet was done after the

appointed date of scheme.

Petitioner Transferor Company No. 5 has submitted that it has complied

with the statutory compliances which are mandatory under the Companies

Act, 2013 by filing its Annual Audit Accounts (Balance Sheet) with the

Registrar of Companies as on 31/03/2021, otherwise, the Petitioner

Transferor Company No.5 shall be declared defaulter by the Registrar of

Companies. Therefore, the Petitioner Transferor Company No. 5 has

adhered to the statutory compliances by filing the Annual Audit Accounts

(Balance Sheet) as on 31/03/2021 which is subsequent to the appointed

date of the scheme viz. 01/10/2020.

(ii) In regard to another observation made by the Official Liquidator in his

representation, to carry forward the security premium amount Rs.

1,03,40,000/- to the Transferee Company as it upon the approval of the

scheme it has been submitted that the Petitioner Transferor Company No. 5

undertakes that the treatment of the securities premium shall be given as

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stated in scheme in Part IV Para 15 – Accounting Treatment upon the

approval of the Scheme of Amalgamation.

23. With regard to common observations by the Official Liquidator in his

representation it has been submitted that:

(i) The Petitioner Transferor Companies undertakes to preserve its books of

accounts, papers and records and shall not dispose off without the prior

permission of the Central Government as per the provision of Section 239

of the Companies Act, 2013.Thus the observation by the Official

Liquidator stands satisfied.

(ii) The Petitioner Transferor Companies ensures statutory compliance of all

applicable laws and that the Petitioner Transferor Companies shall not be

absolved from any of their respective statutory liabilities. Thus the

observation by the Official Liquidator stands satisfied.

(iii) It has been stated that the Petitioner Transferor Companies may be

dissolved without following the process of winding-up in terms of sub

Section 3(d) of Section 232 of the Companies Act, 2013. It has also been

stated that the Transferor Companies being dissolved, the fee, if any paid

by the Transferor Companies on its Authorized Share Capital shall be set-

off against any fees payable by the Transferee Companies on its

Authorized Capital subsequent to the amalgamation in terms of sub

Section 3(i) of Section 232 of the Companies Act, 2013. The Petitioner

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Transferor Companies ensures all the statutory compliances as applicable

under the law. Thus the observation by the Official Liquidator stands

satisfied.

(iv) The Petitioner Transferor Companies undertake to lodge a certified copy of

order along with the scheme, with the concerned Superintendent of Stamps

for the purpose of adjudication of stamp duty payable, if any.

(v) The Petitioner Transferor Companies undertake to file the certified copy of

the order passed by the Hon’ble Tribunal sanctioning the Scheme within

30 days from the receipt of the said Order.

(vi) With regards to last observation, it is submitted that the Petitioner

Transferor Companies shall pay requisite fees to the Official Liquidator as

may be quantified by this Hon’ble Tribunal.

24. Pursuant to publication of notice of hearing of the petition in the

newspapers, no objection to the Scheme of Arrangement has been received

from the public at large. Since there are no adverse observations from the

other regulatory authorities.

25. Heard Learned Counsel for the Petitioner Companies and perused the

documents on record.

26. On considering the approval accorded by the members and creditors of the

Petitioner Companies to the proposed Scheme, and the affidavits/ no

objection filed by the respective Regulatory Authorities, there appears no

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impediment in sanctioning the present Scheme. Consequently, sanction is

hereby granted to the Scheme annexed with this order at Annexure-G. The

Petitioners shall however remain bound to comply with the statutory

requirements in accordance with law.

27. Notwithstanding the above, if there is any deficiency found or, violation

committed qua any enactment, statutory rule or regulation, the sanction

granted by this Tribunal to the scheme, will not come in the way of action

being taken, albeit, in accordance with law, against the concerned persons,

directors and officials of the Petitioners.

28. While approving the Scheme as above, we further clarify that this order

should not be construed as an order in granting any exemption from

payment of stamp duty, taxes including income tax, GST etc. or any other

charges, if any, and payment in accordance with law or in respect of any

permission/compliance with any other requirement which may be

specifically required under any law and also does not absolve the

Transferee Company to any liability transferred to it by way of this

scheme.

29. On the basis of above facts and submissions made by the learned counsel

and after considering the entire facts and circumstances of the aforesaid

company petition and on perusal of the Scheme and the proceedings, it

appears that the requirements of the provisions of section 230 and 232 are

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satisfied by the petitioner companies. We are of the considered view that

the proposed Scheme of Amalgamation is bona fide and in the interest of

the shareholders and creditors. In the result, the Company Petition No. C P

(CAA) No. 6 of 2022 is allowed. It is declared that the said sanctioned

scheme shall be binding on the petitioner companies and their shareholders,

creditors and all concerned under the scheme.

30. Considering the entire facts and circumstances of the case and on perusal

of the Scheme of Amalgamation and the documents produced on record,

the representation made by the Regional Director, Registrar of Companies

and Official Liquidator and the reply thereof by the Petitioner Companies,

this Tribunal is of the opinion that the requirements of the provisions of

Sections 230 and 232 of the Companies Act, 2013 are satisfied. It is further

submitted that all the statutory obligations under all applicable laws shall

be complied with.

31. It is declared that the same shall be binding on the Petitioner Companies

namely Gopi Synthetics Private Limited (Petitioner Transferor Company

No. 1), Aarnav Synthetics Private Limited (Petitioner Transferor

Company No. 2), Aarnav Textiles Mills Private Limited (Petitioner

Transferor Company No. 3), Symbolic Finance and Investment Private

Limited (Petitioner Transferor Company No. 4), Ankush Motor and

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General Finance Company Private Limited (Petitioner Transferor

Company No. 5) and Aarnav Fashions Limited (Petitioner Transferee

Company) and also binding on the shareholders, secured creditors,

unsecured creditors and all concerned under the Scheme of Amalgamation.

It is also declared that the Petitioner Transferor Companies Gopi

Synthetics Private Limited, Aarnav Synthetics Private Limited,

Aarnav Textiles Mills Private Limited, Symbolic Finance and

Investment Private Limited and Ankush Motor and General Finance

Company Private Limited stands dissolved without winding up.

32. This Tribunal further orders as under:

1. The Scheme of Amalgamation as annexed herewith as Annexure “M” is

hereby sanctioned and it is declared that the same shall be binding on the

Petitioner Companies and their shareholders and creditors and all

concerned under the Scheme.

2. The Transferor Company shall be dissolved without winding up and the

Board of Directors and any committees thereof of the Transferor Company

shall without any further act, instrument or deed shall stand dissolved.

3. All the property, right and powers of the Transferor Company specified in

the schedule hereto and all the other property, rights and powers of the

Transferor Company be transferred without further act or deed to the

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Transferee Company in accordance with the Scheme and accordingly the

same shall pursuant to Section 232 of the Act, shall stand transferred to

and vest in the Transferee Company in accordance with the Scheme for all

the estate and interest of the Transferor Company therein but subject

nevertheless to all charges now affecting the same.

4. All licenses, permissions, permits, quotes, approvals, certificates,

clearances, authorities, leases, tenancy, assignments, rights, claims,

liberties, other benefits or privileges relating to the Transferor Company

stand transferred to and vested in the Transferee Company in accordance

with the Scheme, without any further act or deed and be in full force and

effect in favour of the Transferee Company, as if the same were originally

given to, issued to or executed in favour of the Transferee Company. The

Transferee Company shall be bound by the terms thereof, the obligations

and duties there under, and the rights and benefits under the same shall be

available to the Transferee Company.

5. All proceedings, if any, now pending or against the Transferor Company

be continued by or against the Transferee Company. All taxes paid or

payable by all the Transferor Companies and all existing and future

incentives, un-availed credits and exemption, benefit of carried forward

losses and other statutory benefits, to which the Transferor Company are

entitled to, shall be available to and vest in the Transferee Company.

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6. All contracts, agreements, undertakings, insurance policies, bonds and all

other instruments of whatsoever nature or description, of all the Transferor

Company which are subsisting or having effect immediately before the

Effective Date, shall stand transferred to and vested in the Transferee

Company in accordance with the Scheme and be in full force and effect in

favour of the Transferee Company as the case may be and may be enforced

by or against it as fully and effectually as if, instead of the Transferor

Company, the Transferee Company had been a party or beneficiary or

obliged thereto.

7. All workers / employees of all the Transferor Company shall be deemed to

become the workers /employees of the Transferee Company with effect

from the Appointed Date, and shall stand absorbed in the Transferee

Company in accordance with the Scheme without any interruption of service

and on term and conditions no less favorable than those on which they are

engaged by the Transferor Company, as on the Effective Date.

8. The Petitioner companies within thirty days of the date of receipt of this

order, cause a certified copy of this order to be delivered to the Registrar of

Companies for registration and on such certified copy being so delivered,

the entire Undertaking of the Transferor Companies shall stand transferred

to the Transferee Company and the Registrar of Companies shall place all

documents relating to the Transferor Companies to the file kept by him in

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relation to the Transferee Companies and the files relating to the said

companies shall be treated accordingly.

9. Upon Scheme being effective, the Authorised Capital of the Transferor

Companies shall be consolidated with the Authorised Capital of the

Transferee Company as envisaged under the Scheme.

10. All the concerned Authorities to act on copy of this order along with the

Scheme authenticated by the Registrar of this Tribunal. The Registrar of

this Tribunal shall issue the certified copy of this order along with the

Scheme immediately.

11. The Petitioner Companies are directed to lodge a copy of this Order and

the approved Scheme and Schedule of Assets of the Transferor Companies

attached as Annexure-B with this order, duly authenticated by the Registrar

of this Tribunal, with the concerned Superintendent of Stamps, for the

purpose of adjudication of stamp duty, if any, within 60 days from the date

of the Order.

12. The Petitioner Companies are directed to file a copy of this Order along

with a copy of the Scheme of Amalgamation duly authenticated by the

Registrar of this Tribunal, with the Registrar of Companies, Ahmedabad

electronically, along with Form INC-28 in addition to physical copy as per

relevant provisions of the Act.

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13. The legal and expenditure fees for the office of Regional Director is

quantified to Rs. 10,000/- for each of the petitioner Companies and for the

office of the Official Liquidator Rs. 10,000/- for each of the petitioner

Companies shall be paid by Petitioner Transferee Company in respect of

all the Petitioner Companies.

14. Any person aggrieved shall be at liberty to apply to the Tribunal in the

above matter for any direction that may be necessary.

Hence, C.P. (CAA) No. 6 of 2022 in C.A.(CAA) No. 67 of 2021 is disposed of.

-SD- -SD-

KAUSHALENDRA KUMAR SINGH MADAN B. GOSAVI

MEMBER (TECHNICAL) MEMBER (JUDICIAL)

DIVYA/LRA

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