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TMI Blog2021 (6) TMI 939X X X X Extracts X X X X X X X X Extracts X X X X ..... ate, Vaibhav Sahni, Advocate and Yogesh Putney, Senior Standing Counsel JUDGMENT Ajay Kumar Vatsavayi, Member (J) 1. This is a Joint Second Motion Petition filed under Sections 230-232 of the Companies Act, 2013 (for short the 'Act') filed by the Petitioner Companies in terms of Rule 15 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity 'Rules') for the sanction of Scheme of Amalgamation by the Petitioner-Companies, namely; Mahadev Super Coat Private Limited, (Transferor Company No. 1/Mahadev); Soft Vision Investment Consultant Private Limited, (Transferor Company No. 2/Soft Vision); Sonoli Properties Private Limited, (Transferor Company No. 3/Sonoli); Sach Developers Private Limited, (Transferor Company No. 4/Sach); Superior Softech Private Limited, (Transferor Company No. 5/Superior); Avancer Properties Private Limited, (Transferor Company No. 6/Avancer); Vidhan Propbuild Private Limited, (Transferor Company No. 7/Vidhan); Aloukik Constructions Private Limited, (Transferor Company No. 8/Aloukik); Paarth Infratech Private Limited, (Transferor Company No. 9/Paarth) with Aaakarshan Estates Private Limited, (Transferee Comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... .03.2020, the following directions were issued:- The petition be listed for hearing on 05.05.2020. Notice of hearing be advertised in Financial Express (English) and Jansatta (Hindi) both in Delhi/NCR Edition, not less than 10 days before the aforesaid date fixed for hearing. Notice be also served upon the Objector(s) or their representatives as contemplated under sub-section (4) of Section 230 of the Act who may have made representation and who have desired to be heard in their representation along with a copy of the petition and the annexures filed therewith at least 15 days before the date fixed for hearing. It be specified in the notices that the objections, if any, to the Scheme contemplated by the authorities to whom notice has been given on or before the date of hearing fixed herein may be filed, failing which it will be considered that there is no objection to the approval of the Scheme on the part of the authorities by this Tribunal and subject to other conditions being satisfied as may be applicable under the Companies Act, 2013 and relevant rules framed thereunder. In addition to the above public notice, each of the Petitioner shall serve the notice of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... this Tribunal. The Postal Receipts along with the tracking reports stating successful delivery of the notices to the Regional Director, Ministry of Corporate Affairs, New Delhi; Registrar of Companies, NCT of Delhi Haryana; Income Tax Department, and Official Liquidator, attached to High Court of Punjab Haryana are attached as Annexure A/2 of the above affidavit. 10. The Petitioner Companies have also filed compliance affidavits vide Diary No. 00308/3, 00308/4, 00308/5, 00308/6, 00308/7, 00308/8, 00308/9, Diary No. 00308/10, 00308/11 00308/12. It is deposed in these affidavits that the Petitioner Companies are unlisted entities and are not regulated by any Sectoral Regulatory Authority. It is also deposed that the no objection to the scheme has been received by the Petitioner Companies on any of the addresses as mentioned in the notice of hearing. 11. We have heard the Learned Senior Counsel for the Petitioner Companies, Regional Director (Northern Region), Registrar of Companies, Official Liquidator and Income Tax Department and perused the records. 12. As per the Scheme, the appointed date means April 1, 2019 or such other date as may be fixed or approved by this ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 31 and rules made thereunder, circulars, clarifications, notifications, amendment issued thereunder from, time to time. It is also deposed that the Transferee Company undertakes to meet any statutory liabilities which may be outstanding against the Transferor Companies, including any income tax liabilities, in accordance with law and subject to its legal rights. 18. The 'Scheme' also takes care of the staff and workmen. It is stated in clause 11 of the Scheme under the head Staff and Employees that upon the coming into effect of this Scheme, all staff and employees of the Transferor Companies in service on such date shall be deemed to have become staff and employees of the Transferee Company, without any break or interruption in their service. 19. Further, it is stated in clause 8 of the Scheme that upon the coming into effect of the Scheme, all legal proceedings of whatsoever nature by or pending and/or arising at the Appointed Date and relating to Transferor Companies or its properties, assets, debts, liabilities, duties and obligations, shall be continued and/or enforced until the Effective Date and from the Effective Date shall be continued and enforced by or ag ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f Paarth into Aakarshan: 1.73 equity shares of INR 10/- each (face value per share) of the Transferee Company to be issued for every 10 equity shares of INR 10/- each (face value per share) of Paarth. 21. In view of the above, we conclude that there are no objections to the Scheme and hence there is no impediment in the sanction of the Scheme. Therefore, the Scheme (Annexure A.1) is hereby approved. While approving the Scheme, it is clarified that this order should not be construed as an order in any way granting exemption from payment of any stamp duty, taxes, or any other charges, if any, and payment in accordance with law or granting permission in respect of any compliance with any other requirement which may be specifically required under any law. With the sanction of the Scheme, the Transferor Companies No. 1 to 9, shall stand transferred to and vested in the Transferee Company. 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 will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and of ..... X X X X Extracts X X X X X X X X Extracts X X X X
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