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TMI Blog2020 (10) TMI 702X X X X Extracts X X X X X X X X Extracts X X X X ..... einafter referred as Rules ). The present 2nd motion petition has been filed by the Applicant Companies named above for the purpose of the approval of the Scheme of Amalgamation, as contemplated between the Companies and its Shareholders by way of Amalgamation of Transferor Companies with the Transferee Company. 2. As per the Scheme of Amalgamation (hereinafter referred as Scheme ) the Transferor Company No. 1 viz., Alfa Technobuild Private Limited (hereinafter referred as Transferor Company No. 1 ), the Transferor Company No. 2 viz., HA Buildtech Private Limited (hereinafter referred as Transferor Company No. 2 ), the Transferor Company No. 3 viz., Paras Infra Projects Private Limited (hereinafter referred as Transferor Company No. 3 ), the Transferor Company No. 4 viz., Prestige Infraprojects Private Limited (hereinafter referred as Transferor Company No. 4 ), the Transferor Company No. 5 viz., Samarth Technobuild Private Limited (hereinafter referred as Transferor Company No. 5 ), the Transferor Company No. 6 viz., Shine Technobuild Private Limited (hereinafter referred as Transferor Company No. 6 ) are proposed to get merged with the Transferee Company viz., Eros Agr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of ₹ 10/- each. 5. The Transferor Company No. 3 is a Private company Limited by shares and was incorporated on 28th November, 2011 under the provisions of Act 1956 in the name and style of 'Paras Infraprojects Private Limited' and is registered with the RoC, NCT of Delhi and Haryana under the CIN U45203DL2011PTC227993, having its registered office at Shop No. 128, First Floor, Shiva Market, Pitampura, New Delhi-110034. The Transferor Company No. 3 is engaged in the business of construction of residential houses, commercial buildings, flats, factories, sheds, warehouses and buildings in or outside India and to act as builders, colonisers and civil constructional contractors. The main objects of the Transferor Company are set out in the MoA. The Authorized share capital of the Transferor Company No. 3 as on 31st March, 2019 is ₹ 40,00,000/- divided into 4,00,000 Equity Shares of ₹ 10/- each and the issued, subscribed and paid up share capital is ₹ 37,10,000/-divided into 3,71,000 equity shares of ₹ 10/- each. 6. The Transferor Company No. 4 is a Private company Limited by shares and was incorporated on 5th November, 2011 under the provisio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in the business of construction of residential houses, commercial buildings, flats, factories, sheds, warehouses and buildings in or outside India and to act as builders, colonisers and civil constructional contractors. The main objects of the Transferor Company are set out in the MoA. The Authorized share capital of the Transferor Company No. 6 as on 31st March, 2019 is ₹ 30,00,000/- divided into 3,00,000 Equity Shares of ₹ 10/- each and the issued, subscribed and paid up share capital is ₹ 21,70,000/-divided into 2,17,000 equity shares of ₹ 10/- each. 9. The Transferee Company is a Private company Limited by shares and was incorporated on 18th July, 2007 under the provisions of the Act, 1956 in the name and style of 'Eros Agro Farms Private Limited' and is registered with the RoC, NCT of Delhi and Haryana under the CIN U01403DL2007PTC165962 having its registered office at Shop No. 128, First Floor, Shiva market, Pitampura, New Delhi-110034. The Transferee Company is engaged in the business of trading rice, to cultivate, grow, manufacture, import, export, buy, sell, trade deal in Agricultural and Form products of all types. The main objects of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... xcept in so far as they are holders of the shares in the said respective companies either directly or indirectly. Further, the details of the shareholding pattern, Secured and Unsecured Creditors of the Transferor Companies and Transferee Company is as follows: The Certificates issued by the Chartered accountant as on 31.03.2019 and 31.05.2019 are placed on record. 13. The Regional Director, Northern Region, MCA (hereinafter referred as RD ) to whom notice was issued, has filed the Report on 18th November, 2019 before this Tribunal, and upon perusal of the same it is observed that the RD does not have any adverse observation/ remark against the Scheme under consideration and further it is stated that there is no prosecution and no inspection or investigation pending in respect of the Applicant Companies. The RD has observed in para 10 of the report that the Scheme provides the Authorised capital of the Transferee Company as ₹ 3,20,00,000/- divided into 32,00,000 equity shares of ₹ 10/- each instead of ₹ 3,15,00,000/- divided into 31,50,000 equity shares of ₹ 10/- each. To this extent the Authorised Representative of the Applicant Companies have filed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ough the process of winding up and shall be succeeded by the Transferee Company. 19. There is no additional requirement for any modification and the Scheme of Amalgamation appears to be fair and reasonable and is not contrary to public policy and not violative of any provisions of law. All the statutory compliances have been made under Sections 230 to 232 of the Act, 2013. 20. Taking into consideration the above facts, this Company Petition is allowed, and the Scheme of Amalgamation annexed with the Petitions is hereby sanctioned. The Scheme approved shall be binding on the Shareholders, Creditors and employees of the Companies involved in this Scheme. The Appointed date of the Scheme is 1st April, 2019. 21. While approving the Scheme as above, it is further clarified that this Order will not be construed as an order granting exemption from payment of stamp duty or taxes or any other charges, if payable, as per the relevant provisions of law or from any applicable permissions that may have to be obtained or, even compliances that may have to be made as per the mandate of law. 22. The Companies to the said Scheme or other person interested shall be at liberty to apply to ..... X X X X Extracts X X X X X X X X Extracts X X X X
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