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TMI Blog2021 (11) TMI 911X X X X Extracts X X X X X X X X Extracts X X X X ..... andari, Dushyant Agarwal, Advs. and Shankari Mishra ORDER Bhaskara Pantula Mohan, Member (J) 1. Under consideration is Company Petition CAA-27(PB)/2018 filed under Sections 230 to 232 of the Companies Act, 2013 ( The Act ) read with the Companies (Compromises, Arrangements Amalgamations) Rules, 2016. The purpose of the Company Petition is to obtain sanction of the Scheme of Amalgamation (for brevity The Scheme ) of M/s. AB Medicos Private Limited And M/S. Aditya Medicos Private Limited And M/S. Aesthetica Enterprises Private Limited And M/S. Akhil Meditech Private Limited And M/S. Ashwin Pharmaceuticals Private Limited And M/S. Avee Medi Surgicals Private Limited And M/S. Glory Lifesciences Private Limited And M/S. Gracia Healthcare For You Private Limited And M/S. Himanshu Medicare Private Limited And M/S. Hitesh Construction Private Limited And M/S. Kunal Medicare Private Limited And M/S. Mona Info tech Private Limited And M/S. Paradise Realtech Private Limited And M/s. Prabhat Healthcare Services Private Limited And M/s. Purnendu Traders Private Limited And M/S. Radhika Surgical Private Limited And M/S. Regal Builders And Promotes Private Limited And M/S. Rockland ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... M/S. ASHWIN PHARMACEUTICALS PRIVATE LIMITED (hereinafter referred to as Transferor No. 5 Company ) having CIN: U51101DL2013PTC259819 is a company incorporated on 01/11/2013 under the Companies Act, 1956 having its Registered Office at C-30, Panchsheel Enclave, New Delhi-110017. The Transferor No. 5 Company is primarily engaged in business of manufacturing, trading, marketing, of Allopathic, Ayurvedic, Homeopathic medicines and formulations there of all types and description and research development of pharmaceuticals formulations in all lines of medicines and surgery. 7. M/S. AVEE MEDI SURGICALS PRIVATE LIMITED (hereinafter referred to as Transferor No. 6 Company ) having CIN:U24233DL2007PTC157296 is a company incorporated on 03/01/2007 under the Companies Act, 1956 having its Registered Office at C-30, Panchsheel Enclave, New Delhi-110017. The Transferor No. 6 Company is primarily engaged in business of manufacturing trading of all kind of drugs and chemicals. 8. M/S. GLORY UFESCIENCES PRIVATE LIMITED (hereinafter referred to as Transferor No. 7 Company ) having CIN: U24100DL2008PTC174992 is a company incorporated on 05/03/2008 under the Companies Act, 1956 having its ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ted on 06/10/2004 under the Companies Act, 1956 having its Registered Office at C-30, Panchsheel Enclave, New Delhi-110017. The Company is primarily engaged in business of Information Technology. 14. M/S. PARADISE REALTECH PRIVATE LIMITED (hereinafter referred to as Transferor No. 13 Company ) having CIN:U74120DL2008PTC 175348 is a company incorporated on 14/03/2008 under the Companies Act, 1956 having its Registered Office at C-30, Panchsheel Enclave, New Delhi-110017. The Company is primarily engaged in the business of builders, colonizer, and civil and Constructional Contractors. 15. M/S. PRABHAT HEALTHCARE SERVICES PRIVATE LIMITED (hereinafter referred to as Transferor No. 14 Company ) having CIN:U24220DL2004PTC 128050 is a company incorporated on 03/08/2004 under the Companies Act, 1956 having its Registered Office at C-30, Panchsheel Enclave, New Delhi-110017. The Company is primarily engaged in business of owing and running hospitals, clinic and dispensaries. 16. M/S. PURNENDU TRADERS PRIVATE LIMITED (hereinafter referred to as Transferor No. 15 Company ) having CIN:U51909DL2012PTC230869 is a company incorporated on 01/02/2012 under the Companies Act, 1956 having ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... been changed to Rockland Hospitals (Qutab) Pvt. Ltd. Thereafter on 23.07.2013 the name of the company changed to Rockland Laboratories Pvt. Ltd. 21. M/S. ROCKLAND OIL GAS PRIVATE LIMITED (hereinafter referred to as Transferor No. 20 Company ) having CIN:U11100DL2013PTC253150 is a company incorporated on 30/05/2013 under the Companies Act, 1956 having its Registered Office at B-207, C.R. Park, Near Bus Stop, New Delhi-110019. The Company deals in all sorts of crude and refined petroleum oils, natural gases, oleaginous and saponaceous substances, their products, by products, residues, ingredients, formulation, blends, mixtures, goods and materials. 22. M/S. SUKUMAR ENTERPRISES PRIVATE LIMITED (hereinafter referred to as Transferor No. 21 Company ) having CIN: U51900DL2012PTC229673 is a company incorporated on 05/01/2012 under the Companies Act, 1956 having its Registered Office at C-30, Panchsheel Enclave, New Delhi-110017. The Company is primarily engaged in business of trading and dealing in any manner whatsoever in all type of goods. 23. M/S. SUNSKRITI TRADEX PRIVATE LIMITED (hereinafter referred to as Transferor No. 22 Company ) having CIN:U51909DL2010PTC199890 is a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... M/S. Mona Infotech Private Limited dated 27th December 2016, M/S. Paradise Realtech Private Limited dated 27th December 2016, M/s. Prabhat Healthcare Services Private Limited dated 27th December 2016, M/S. Purnendu Traders Private Limited dated 26th December 2016, M/S. Radhika Surgical Private Limited dated 14th December 2016, M/S. Regal Builders And Promotes Private Limited 27th December 2016, M/s. Rockland Hospitals Noida Private Limited dated 16th January 2017, M/S. Rockland Laboratories Private Limited dated 19th December 2016, M/S. Rockland Oil Gas Private Limited dated 17th December 2016, M/S. Sukumar Enterprises Private Limited dated 26th December 2016, M/s. Sunskriti Tradex Private Limited dated 26th December 2016, M/S. Umesh Pharmaceuticals Private Limited dated 15th December 2016, M/S. Vaibhav India Surgicals Private Limited 26th December 2016 i.e. the Transferor Companies and M/S. Rock Land Private Limited dated 30th November 2016 i.e. the Transferee Company had approved the Scheme. 28. The rationale for the proposed Scheme as stated therein as: Merger of the Transferor Companies into and with the Transferee Company shall result in: I. The merger will ena ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... : Vide Order dated 31.05.2018, the Ministry of Corporate Affairs marked the Report of the R.O.C. u/s. 208 of the Companies Act, 2013 to SFIO for investigation. Investigation has been concluded and a Complaint dated 30.01.2020 u/s. 212(15) of the Companies' Act, 2013 of the Companies', 2013 Act has already been filed before the Ld. Special Court, Companies' Act, 2013. Hence the investigation is complete. Further the Hon'ble Delhi High Court vide its Order dated 08.04.2020 has recorded the Statement of the I.O. concerned namely Sh. Aran Prasad that the Investigation Stands Completed. It may kindly be noted that none of the Transferor/Transferee Companies' have been arrayed as an accused in the final Complaint dated 30.01.2020 filed before the Ld. Special Court. 33. That pursuant to filing of Additional Affidavit on behalf of the Petitioner dated 23.06.2020, the Income Tax Department had again given its No-Objection to the said merger which stood recorded in Order dated 25.02.2021 passed by this Tribunal. 34. It is pertinent to mention that since the filing of the Affidavit on behalf of the Petitioner, the R.D. has been repeatedly given oppor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd accordingly the same shall pursuant to section 232 of the Act, be transferred to and vested in the Transferee Company for all the estate and interest of the Transferor Company therein but subject nevertheless to all charges now affecting the same; and (ii) That all the liabilities and duties of the Transferor Company be transferred without further act or deed to the Transferee Company and accordingly the same shall pursuant to section 232 of the Act, be transferred to and become the liabilities and duties of the Transferee Company; and (iii) That all proceedings now pending by or against the Transferor Company be continued by or against the Transferee Company; and (iv) That the Transferee Company do without further application allot to such members of the Transferor Company as have not given such notice of dissent, in accordance with Clause 4.2 of the Scheme of Amalgamation, the shares in the Transferee Company to which they are entitled under the said Scheme of Amalgamation; and (v) That all the employees of the Transferor Company in service on date immediately preceding the date on which the Scheme finally take effect shall become employees of the Transfere ..... 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