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FORM NO. CAA. 2

[Pursuant to Section 230 (3) and rule 6 and 7)]

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

PRINCIPAL BENCH NEW DELHI

Company Petition No: ND/C.A.(CAA)/8/2020

IN THE MATTER OF SECTION 230-232 READ ALONG WITH RULES AND APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCEHEME OF AMALGAMATION BETWEEN

AGNI DEVICES PRIVATE LIMITED

(APPLICANT TRANSFEREE COMPANY)

WITH

PIONEER FIRE PROTECTION PRIVATE LIMITED

(APPLICANT TRANSFEROR COMPANY)

NOTICE OF THE MEETING OF SHAREHOLDERS

Notice is hereby given that by an order dated October 14, 2020 the Principal Bench New Delhi of the National Company Law Tribunal (NCLT) has directed meeting to be held of Equity Shareholders of the Company for the purpose of considering, and if thought fit, approving with or without modification, the Scheme of Amalgamation proposed to be made between Agni Devices Private Limited (Applicant Transferee Company) and Pioneer Fire Protection Private Limited (Applicant Transferor Company).

In pursuance of the said order and as directed therein further notice is hereby given that meeting of the Equity Shareholders Applicant transferee Company i.e. Agni Devices Private Limited will be held as under, at which time and place the said equity shareholders are request to attend.

S.No.

Class of Meeting

Day/Date of Meeting

Time (IST)

Place of Meeting

1.

Equity Shareholder

Friday, 27th day of November, 2020

11:30 am

A-48, DDA Keshopur Industrial Area Vikas Puri, NEW DELHI West-110018

Copies of the said Scheme of Amalgamation, and of the statement under section 230-232 read along with rules and applicable provisions of the companies act, 2013 can be obtained free of charge at the registered office of the company or at the office of its Practicing Chartered Accountants, M/S TU and CO office at E-1, 4th Floor Prashant Vihar, Rohini Sector-14, Delhi-110085.

Persons entitled to attend and vote at the meeting, may vote in person or by proxy, through postal ballot, through electronic means, provided that all proxies in the prescribed form are deposited at the registered office of the company not later than 48 hours before the meeting.

Proxy form is also attached with this notice. The same can be obtained from registered office of the company or can be downloaded from website of the company i.e www.agnidevices.com.

The Tribunal directed to appoint Chairman, Alternate Chairman and scrutinizer in this regard companies are appointed Shri Anil Kumar Jain (Advocate) and failing him, Shri Rishab Jain (Advocate) as chairperson and Shri Naman Jain (Advocate) as scrutinizer for the above mentioned meeting.

The above mentioned Scheme of Amalgamation, if approved at the meeting, will be subject to the subsequent approval of the tribunal.

Dated this ......day of……….........2020

Place:

Shri Anil Kumar Jain

Advocate

Chairperson appointed for the meeting

Notes:

1. Shareholders are entitled to attend and vote at the meeting and are also entitled to appoint a proxy /proxies to attend and vote instead of himself / herself and such a proxy / proxies so appointed need not be a member of the company. The form of proxy duly completed should, however, be deposited at the registered office of the company not less than 48 hours before the time fixed for the aforesaid meeting.

2. Proxy form is also attached with this notice. The same can be obtained from registered office of the company or can be downloaded from website of the company .i.e www.agnidevices.com.

3. All alterations made in the Form of Proxy should be initialed.

4. The Notice is being sent to all the Equity shareholders of the company whose names appear in the records of the Company as on 30th day of September 2019.

5. The voting rights of the members in proportion to number of share held by them as on 30th September, 2019.

6. The quorum of the meeting are as follows:

S.No.

Class of Meeting

Quorum of the Meeting

1.

Equity Shareholders

3

7. Shareholders and their proxy, attending the meeting are requested to bring the attendance slip duly completed and singed.

8. The documents referred to in the accompanying Explanatory Statement shall be open for inspection at the registered office of the company during business hours on all days (except Saturdays, Sundays and public holidays) up to the date of the meeting.

9. In accordance with the provisions of Sections 230 – 232 of the Companies Act, 2013, the Scheme shall be acted upon only if a majority in number representing three fourth in value of the members of the company, voting in person or by proxy, agree to the Scheme.

10. The Notice, together with the documents accompanying the same, is being sent to all the equity shareholders of the company through mail or courier service or speed post or registered post.

11. The notice convening the meeting, the date of dispatch of the notice and amongst others, will be published through advertisement in the ‘Business Standard’ (Delhi Edition) newspaper in the English language and Hindi language.

12. Mr. Naman Jain, Advocate (Bar Council Number D/2830/2016, Mail id:namanjain@aceindialegal.com, M.No:9999928585), has been appointed as the Scrutinizer to conduct the voting process through postal ballot or through electronic means as may be applicable for the meeting, at the venue of the meeting in a fair and transparent manner.

13 The scrutinizer will submit his report to the Chairman of the meeting after completion of the scrutiny of the votes cast by the shareholders of the company through postal ballot or through electronic means at the venue of the meeting. The scrutinizer’s decision on the validity of the vote shall be final.

14 The company provides facility of voting by postal ballot or Electronic means so as unable the equity shareholders to consider and approve the scheme.

15 The cut of date for determining the eligibility of the equity shareholders for voting through postal ballot or e-voting or voting at the venue of the meeting is 30.09.2019. A person whose name in the register of member on the cut-off date only entitled to vote.

16 Voting through postal ballot and e-voting by the members will commence from 28th day of October, 2020 at 9:00 a.m and shall end on 26th day of November, 2020 at 5:00 p.m.

17 Duly completed and signed postal ballot form should reach the scrutinizer on or before 5:00 p.m on 26th day of November, 2020. Any postal ballot form received after 5.00 p.m on 26th day of November, 2020 shall not be considered and shall be treated as invalid.

18 Postal ballot form is also attached with notice. The same can be downloaded from the website of company i.e. www.agnidevices.com.

19 Any person have any query regarding the voting process, direction of the venue may contact to Mr. Naman Jain, Advocate (Mail id:namanjain@aceindialegal.com, M.No:9999928585), who has been appointed as scrutinizer for the meeting.

20 A site map for meeting venue from Tilak Nagar metro station is attached to the notice.

FORM NO. CAA. 2

[Pursuant to Section 230 (3) and rule 6 and 7)]

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

PRINCIPAL BENCH NEW DELHI

Company Petition No: ND/C.A.(CAA)/8/2020

IN THE MATTER OF SECTION 230-232 READ ALONG WITH RULES AND APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCEHEME OF AMALGAMATION BETWEEN

AGNI DEVICES PRIVATE LIMITED

(APPLICANT TRANSFEREE COMPANY)

WITH

PIONEER FIRE PROTECTION PRIVATE LIMITED

(APPLICANT TRANSFEROR COMPANY)

EXPLANATORY STATEMENT UNDER SECTIONS 230(3), 232(2) OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

1. This is the statement accompanying the notice conveying the direction given by the Honorable National Company Law tribunal, New Delhi Principal Bench, dated 14.10.2020. Pursuant to the said order dated 14.10.2020 meeting of the equity shareholder of the Company, is being convened and held for the purpose of considering and, if thought fit, approving with or without modification(s), the arrangement embodied in the Scheme of merger and amalgamation between Agni Devices Private Limited ( Transferee Company) and Pioneer Fire Protection Private Limited (Transferor Company) and their respective shareholders under Sections 230 to 232 of the Companies Act, 2013 (“Act”) (including any statutory modification or re-enactment or amendment thereof) read with the rules issued there under.

2. A copy of the Scheme setting out in detail the terms and conditions of the scheme, inter alia, providing for the proposed Scheme of Arrangement between Agni Devices Private Limited ( Transferee Company) and Pioneer Fire Protection Private Limited (Transferor Company) and their respective shareholders which has been approved by the Board of Directors of the Applicant Companies at its meeting held February 17, 2020 is open for inspection at the registered office of the company during business hours and same can be provided on demand.

3. “Appointed date” means commencement of business on 1st April, 2020 or such other date as the Honorable NCLT may direct.

4. “Effective date” means the date on which the certified copies of NCLT order sanctioning the scheme of Amalgamation are filed with Registrar of Companies.

5. For the Scheme, the valuation report was obtained from Suresh Shinde a registered Valuer with IBBI bearing registration number IBBI/RV/07/19/11730, who had recommended the following share exchange ratio in their report dated 02.03.2020:

For 50000 (fifty thousand) equity share of face value Rs. 10/-(Rupee Ten) held in Pioneer Fire Protection Private Limited (Transferor Company), the equity shareholders of Transferor Company shall issued 585 (Five Hundred Eigty Five) equity shares of the face value of 100/- (Rupees Hundred) each credited as fully paid-up in the Agni Devices Private Limited (Transferee Company). Same is available for inspection at the registered office of the applicant companies.

6. Capital Structure of companies under amalgamation:

The Authorized, Issued, subscribed and paid-up share capital of the Transferee Company as on March 31, 2019 was as under:

Particulars

Rs.

Authorized Share Capital:

1,000 Equity Shares of Rs. 100/- each.

100,000

Issued, Subscribed and Paid up Share Capital:

1,000 Equity Shares of Rs. 100/- each

100,000

Total issued, subscribed and paid up capital of the aforesaid company is held by the two directors in the following proportion:

Shareholder

No. of Shares

% of share holding

Amount of Share Capital

Sunil Tiwari

334

33.40%

33,400

Sushil Tiwari

333

33.30%

33,300

Sudhir Tiwari

333

33.30%

33,300

Total

1,000

100.00%

100,000

7. Rational for the Scheme of amalgamation:

The objects/activities of Transferor Company and Transferee Company are similar/identical in nature and complement each other. Further, both the companies are owned, controlled and managed by the members of one family. The amalgamation is being done/proposed in order to achieve, inter-alia, economies of scale, synergies of operation and efficiency, generally, and achieve the following benefits particularly:

a. The amalgamation will enable the two Companies to consolidate their business operations and provide significant impetus to their growth since both the Companies are engaged in similar/complimentary line of business to considerable extent i.e. manufacturing marketing, trading, designing, assembly, repairing, servicing, export, import, stockiest, dealer, and contractors of fire protection equipment of various types for industrial and domestic use;

b. Consolidating the business of Transferor Company with the Transferee Company is expected to result in integration and synergy of operations, economies of scale, reduction in overheads, administrative, managerial and other expenditure, organizational efficiency and optimal utilization of resources.

c. The amalgamation will also consolidate the managerial expertise of two Companies thereby giving additional strength to the operations and management of the Transferee Company.

In view of the aforesaid, the Board of Directors of the Transferor Company and the Transferee Company have considered and proposed the amalgamation of the entire undertaking and business of the Transferor Company with the Transferee Company in order to benefit the stakeholders of both the companies. Accordingly, the Board of Directors of the Transferor Company and the Transferee Company have formulated this Scheme of Amalgamation for the transfer and vesting of the entire undertaking and business of the Transferor Company with and into the Transferee Company pursuant to the provisions of Section 230 to Section 232 and other relevant provisions of the Act.

8.This Scheme is specifically conditional upon and subject to:

a. The approval of the Scheme by the respective requisite majorities in number and value of the shareholders and creditors of the Companies in accordance with section 230 to 232 of the Act; and

b. The Scheme being sanctioned by the Tribunal in terms of sections 230 to 232 and other relevant provisions of the Act and the requisite orders of the Tribunal.

c. Certified copies of the orders of the Tribunal sanctioning this Scheme being filed with the relevant Registrar of Companies by Agni Devices Private Limited as per the provisions of the Act.

9.The Scheme provides for:

a. The transfer of Pioneer Fire Protection Private Limited Business Undertaking from the transferor company to the Transferee Company and vesting of the same in the transferee company;

b.All the assets and properties (whether movable or immovable, tangible or intangible, real or personal, corporeal or incorporeal, present, future or contingent) of the Transferor Company, including but not limited to, plant and machinery, equipment, buildings and structures, offices and other premises, sundry debtors, furniture, fixtures, office equipment, appliances, accessories, depots, deposits, all stocks, assets, investments of all kinds (including shares, scrips, stocks, bonds, debenture stocks, units), and cash balances or deposits with banks, loans, advances, disbursements, contingent rights or benefits, book debts, receivables, actionable claims, earnest moneys, advances or deposits paid by the Transferor Company, financial assets, leases (including lease rights), hire purchase contracts and assets, lending contracts, rights and benefits under any agreement, benefit of any security arrangements or under any guarantees, reversions, powers, municipal permissions, tenancies in relation to the office and/or residential properties for the employees or other persons, guest houses, godowns, warehouses, licenses, fixed and other assets, trade and service names and marks, patents, copyrights, and other intellectual property rights of any nature whatsoever, know how, good will, rights to use and avail of telephones, telexes, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interest held in trust, registrations, contracts, engagements, arrangements of all kind, privileges and all other rights including, title, interests, other benefits (including tax benefits), easements, privileges, liberties, mortgages, hypothecations, pledges or other security interests created in favour of the Transferor Company and advantages of whatsoever nature and whosesoever situated in India or abroad, belonging to or in the ownership, power or possession and in the control of or vested in or granted in favour of or enjoyed by the Transferor Company or in connection with or relating to the Transferor Company and all other interests of whatsoever nature belonging to or in the ownership, power, possession or the control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Transferor Company, whether in India or abroad;

c.All liabilities including, without being limited to, secured and unsecured debts (whether in Indian rupees or foreign currency), sundry creditors, liabilities (including contingent liabilities), duties and obligations of the Transferor Company, of every kind, nature and description whatsoever and howsoever arising, raised or incurred or utilized;

d.All agreements, rights, contracts, entitlements, permits, licenses, approvals, authorizations, concessions, consents, quota rights, engagements, arrangements, authorities, allotments, security arrangements (to the extent provided herein), benefits of any guarantees, reversions, powers and all other approvals of every kind, nature and description whatsoever relating to the business activities and operations of the Transferor Company;

e.All records, files, papers, computer programs, manuals, data, catalogues, sales material, lists of customers and suppliers, other customer information and all other records and documents relating to the business activities and operations of the Transferor Company;

f.All permanent employees engaged by the Transferor Company as on the Effective Date;

g.All quotas, rights, entitlements, export/import incentives and benefits including advance licenses, bids, tenders (at any stage as it may be), letters of intent, expressions of interest, development rights (whatever vested or potential and whether under agreements or otherwise), subsidies, tenancies in relation to office, benefit of any deposits privileges, all other rights, receivables, powers and facilities of every kind, nature and description whatsoever, rights to use and avail of telephones, telexes, facsimile connections and installations, utilities, electricity and other services, provisions and benefits of all agreements, contracts and arrangements, including technological licensing agreements, and all other interests in connection with or relating thereto;

h.All records, files, papers, engineering and process information, computer program, software licenses, drawings, manual, data, catalogues, quotation, sales and advertising material, list of present and former customer and suppliers, customer credit information, customer pricing information and other records whether in physical or electronic form.

10. Disclosure on effect of amalgamation:

a.There is no effect of the amalgamation on the Director, Promoter, Key Managerial Personnel (KMP) except share capital held as members of the company.

b.Pursuant to the approval and implementation of the scheme, the liability towards the creditors will remains the creditors of the company after amalgamation.

c.Pursuant to the approval and implementation of the scheme, the shareholders of the company will remain shareholder of the company after amalgamation.

11.Disclosure regarding amount due to unsecured creditors:

Total amount due to unsecured creditors of company include unsecured loan amounting Rs. 41,46,326.00 from directors and their relatives, from creditors amounting Rs. 6,76,97,316.00, other current liabilities amounting to Rs. 1,14,84367 and short term provisions of Rs. 16,15,582.

Dated this ......day of……….........2020

Shri Anil Kumar Jain

Advocate

Chairperson appointed for the meeting

CIN: U25299DL1999PTC099153

Name of the Company : AGNI DEVICES PRIVATE LIMITED

Reg. Office : A-48 , DDA Keshopur Industrial Area Vikas Puri, NEW DELHI West Delhi- 110018

BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AT NEW DELHI

COMPANY APPLICATION NO. CA (CAA)- 8(PB) 2020

IN THE MATTER OF:

THE SCHEME OF AMALGAMATION OF:

AGNI DEVICES PRIVATE LIMITED having its registered office at A-48, DDA Keshopur Industrial Area Vikas Puri, New Delhi-110018

… TRANSFEREE COMPANY/ APPLICANT COMPANY NO. 1

WITH

PIONEER FIRE PROTECTION PRIVATE LIMITED having its registered office at C-55,

DSIDC Industrial Complex, Tilak Vihar,Tilaknagar Delhi-110018.

… TRANSFEROR COMPANY/ APPLICANT COMPANY NO. 2

PROXY FORM – MEMBER

Name of the Member:

Registered Address:

E-Mail ID:

Amount of Debt (Rs.)

Value of Debt (%)

I/We, being the Member of Agni Devices Private Limited, do hereby appoint:

1. Name:

Address :

E-mail ID:

Signature:

or failing him,

2. Name:

Address :

E-mail ID:

Signature:

or failing him,

3. Name:

Address :

E-mail ID:

Signature:

as my/our proxy to attend and vote for me/us on my/our behalf at the meeting of Members to be held on Friday, 27th November, 2020 at 11:30 AM at the registered office of the company at A-48, DDA Keshopur Industrial Area Vikas Puri, NEW DELHI West-110018 for the purpose of considering and, if thought fit, approving, with or without modification, Scheme of Amalgamation of Agni Devices Private Limited (Transferee Company) with Pioneer Fire Protection Private Limited (Transferor Company) and at such meeting or at any adjournment thereof.

(Affix RevenueStamp )Signed this day of , 2020. Signature of Unsecured Creditors:

Signature of proxy holder(s):

NOTES:

1. The Proxy need not be a Member.

2. The Proxy Form duly signed across a revenue stamp of 100 paisa should reach the Company’s Registered Office at least 48 hours before the time of the meeting.

3. A member may vote either ‘for’ or ‘against’ the resolution.

AGNI DEVICES PRIVATE LIMITED

BALLOT PAPER / POLLING PAPER – MEMBERS

CIN: U25299DL1999PTC099153

Name of the Company: AGNI DEVICES PRIVATE LIMITED

Registered Office: A-48 , DDA Keshopur Industrial Area Vikas Puri, New Delhi-110018.

S. NO.

PARTICULARS

DETAILS

1

Name of the Member (in block letters)

2

Postal Address

3

Amount of Debt (Rs.)

4

Value of Debt (%)

I hereby exercise my vote in respect of resolution for approving, with or without modification, Scheme of Amalgamation of Agni Devices Private Limited (Transferee Company) with Pioneer Fire Protection Private Limited (Transferor Company) and at such meeting or at any adjournment thereof.

S. No.

Item

Amount of Debt (Rs.)

I assent to the Resolution

(FOR)

I dissent from the Resolution

(AGAINST)

1

Approval of Scheme of Amalgamation of Agni Devices Private Limited (Transferee Company) with Pioneer Fire Protection Private Limited (Transferor Company)

Place:Date: (Signature of the Member/ proxy holder/authorized representative)

FOR OFFICE USE

Value of Debt (Rs.)

Records

Date & Time on which Proxy

Form, if any, Lodged with the

Company

Signature of Chairman

Signatures of ScrutinizersSignature of Alternate Chairman

Appointed by the National Company Law Tribunal,

Principal Bench at New Delhi

INSTRUCTIONS

1. Pursuant to the provisions of Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014, assent or dissent of the Members in respect of the Resolutions contained in the Postal Ballot Notice is being sought through Postal Ballot process.2. A member desiring to exercise his/her vote by postal ballot, may send duly completed form in the self addressed Business Reply Envelope. The envelope bears the name and address of Mr. Naman Jain, (Advocate) at F-83, Green Park, New Delhi-110016 appointed as the Scrutinizer by the National Company Law Tribunal (New Delhi Bench).3. The envelopes containing the Postal Ballot should reach the Scrutinizer not later than the close of business hours i.e. 1700 hours on Wednesday, the 26th day of November, 2020. A Postal Ballot Form received after this date and time will be strictly treated as invalid.4. The Postal Ballot Form should be completed and signed by the member. An unsigned Postal Ballot Form will be rejected.5. Voting through postal ballot by the member will commence from 28th day of October, 2020 at 9:00 a.m and shall end on 26th day of November, 2020 at 5:00 p.m

6. Any person have any query regarding the voting process, direction of the venue may contact to Mr. Naman Jain, Advocate (Mail id:namanjain@aceindialegal.com, M.No:9999928585), who has been appointed as scrutinizer for the meeting.

7. A member may request for a duplicate Postal ballot form from the registered office of the company or download from the website of the company i.e www.agnidevices.com.

8. The Scrutinizer’s decision on the validity of Postal Ballot Form shall be final.

9. The result of voting on the Resolutions will be declared on or before 30th day of November, 2020 at the registered office and will also be displayed on the website of the Company www.agnidevices.com.

AGNI DEVICES PRIVATE LIMITEDCIN: U25299DL1999PTC099153Registered Office: A-48, DDA Keshopur Industrial Area Vikas Puri, New Delhi-110018ATTENDANCE SLIP

For NCLT Convened Meeting of Members of Agni Devices Private Limited to be held on Friday, 27th November, 2020 at 11:30 AM at the registered office of the company at A-48, DDA Keshopur Industrial Area Vikas Puri, New -110018

Proposed Scheme of Amalgamation- Agni Devices Private Limited (Transferee Company) with Pioneer Fire Protection Private Limited (Transferor Company).

Amount of Debt (Rs.)

Name of the Member:

Name of Proxy/Authorized Representative:

Address:

I/We hereby record my/our presence at the NCLT Convened meeting of Members of the Company pursuant to the Order dated 14th October, 2020 in the Company Application No. CA (CAA) 8(PB)/2020 on Friday, 27th November, 2020.

Signatures:

Members: Authorized Representative:

First/Sole Proxy Holder Second Proxy Holder Third Proxy Holder