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TMI Blog2016 (2) TMI 1255X X X X Extracts X X X X X X X X Extracts X X X X ..... l stand dissolved without undergoing the process of winding up. Petition allowed. - Company Petition No. 597/2014 - - - Dated:- 10-2-2016 - In Re.: Estio Builders Developers Private Limited, Fadey Builders Developers Private Limited, Farica Builders Developers Private Limited, Gareth Builders Constructions Private Limited, Goodvalue Properties Private Limited, Harinakshi Estates Developers Private Limited, Kimothy Builders and Developers Private Limited, Mayukhi Real Estates Private Limited, Melisenda Builders Developers Private Limited, Passion Builders and Developers Private Limited, Purandar Estates Developers Private Limited, Tusti Builders Developers Private Limited, Vedavrata Builders Constructions Private Limited, Zenobia Builders Developers Private Limited, Zubeda Real Estates Private Limited And Felicite Builders Constructions Private Limited Sudershan Kumar Misra, J. Mr. Ravi Bassi, Advocate for the petitioners. Mr. Sanjay Bose, Dy. Registrar of Companies for the Regional Director. Mr. Rajiv Bahl, Advocate for the Official Liquidator. JUDGMENT Sudershan Kumar Misra, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as incorporated under the Companies Act, 1956 on 21st March, 2006 with the Registrar of Companies, NCT of Delhi Haryana at New Delhi. 6. The transferor company no. 4 was incorporated under the Companies Act, 1956 on 28th March, 2006 with the Registrar of Companies, NCT of Delhi Haryana at New Delhi. 7. The transferor company no. 5 was incorporated under the Companies Act, 1956 on 27th April, 2005 with the Registrar of Companies, NCT of Delhi Haryana at New Delhi. 8. The transferor company no. 6 was incorporated under the Companies Act, 1956 on 21st March, 2006 with the Registrar of Companies, NCT of Delhi Haryana at New Delhi. 9. The transferor company no. 7 was incorporated under the Companies Act, 1956 on 29th March, 2006 with the Registrar of Companies, NCT of Delhi Haryana at New Delhi. 10. The transferor company no. 8 was incorporated under the Companies Act, 1956 on 29th March, 2006 with the Registrar of Companies, NCT of Delhi Haryana at New Delhi. 11. The transferor company no. 9 was incorporated under the Companies Act, 1956 on 28th March, 2006 with the Registrar of Companies, NCT of Delhi Haryana at New ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e company is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. 23. The present authorized share capital of the transferor company no.5 is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. 24. The present authorized share capital of the transferor company no.6 is ₹ 83,00,000/- divided into 8,30,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 82,19,260/- divided into 8,21,926 equity shares of ₹ 10/- each. 25. The present authorized share capital of the transferor company no.7 is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. 26. The present authorized share capital of the transferor company no.8 is ₹ 68,00,000/- divided into 6,80,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ach. The issued, subscribed and paid-up share capital of the company is ₹ 2,01,00,000/- divided into 20,10,000 equity shares of ₹ 10/- each. 35. Copies of the Memorandum and Articles of Association of the transferor and transferee companies have been filed on record with the joint application, being CA(M) 89/2014, earlier filed by the petitioners. The audited balance sheets, as on 31st March, 2013, of the transferor and transferee companies, along with the report of the auditors, had also been filed. 36. A copy of the amended Scheme of Amalgamation has been placed on record and the salient features of the Scheme have been incorporated and detailed in the petition and the accompanying affidavit. It is claimed by the petitioners that the proposed amalgamation will achieve size, scale, integration and greater financial strength as well as flexibility and maximizing the shareholders value. It is further claimed that the financial, managerial and technical resources pooling together in the merged entity will lead to increase in competitive strength, cost reduction and efficiencies. It is also claimed that with enhanced capabilities and resources at it ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fficial Liquidator. Citations were also directed to be published in 'Statesman' (English) and Veer Arjun (Hindi) editions. Affidavit of service has been filed by the petitioner showing compliance regarding service on the Official Liquidator and the Regional Director, Northern Region and also regarding publication of citations in the aforesaid newspapers on 23rd December, 2014. Copies of the newspaper clippings containing the publications have been filed along with the said affidavit. 42. Pursuant to the notices issued, the Official Liquidator sought information from the petitioner companies. Based on the information received, the Official Liquidator has filed a report dated 3rd July, 2015 wherein he has stated that he has not received any complaint against the proposed Scheme of Amalgamation from any person/party interested in the Scheme in any manner and that the affairs of the transferor companies do not appear to have been conducted in a manner prejudicial to the interest of their members, creditors or public interest, as per second proviso of Section 394(1) of the Companies Act, 1956. 43. In response to the notices issued in the petition, Mr. A. K ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ce the income tax dues and the income tax department shall be free to recover the said tax, if any, from the transferee company. The undertaking given by the transferee company is accepted and it shall remain bound by the same. In view of the aforesaid, the objection raised by the Regional Director stands satisfied. 46. No objection has been received to the Scheme of Amalgamation from any other party. The transferee company in the affidavit dated 7th November, 2015 of Mr. Rajesh Bhatia, authorized signatory of the transferee company, has submitted that neither the petitioner companies nor their counsel have received any objection pursuant to the citations published in the newspapers on 23rd December, 2014. 47. Considering the approval accorded by the equity shareholders and creditors of the petitioner companies to the proposed Scheme of Amalgamation; the affidavit filed by the Official Liquidator not raising any objection to the amended Scheme of Amalgamation; and there being no surviving objection to the same by the Regional Director, Northern Region, there appears to be no impediment to the grant of sanction to the amended Scheme of Amalgamation. Consequent ..... X X X X Extracts X X X X X X X X Extracts X X X X
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