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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 ..... 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 Hospitals Noida Private Limited And M/S. Rockland Laboratories Private Limited And M/S. Rockland Oil & Gas Private Limited And M/S. Sukumar Enterprises Private Limited And M/S. Sunskriti Tradex Private Limited And M/S. Umesh Pharmaceuticals Private Limited And M/S. Vaibhav India Surgicals Private Limited (hereinafter referred to as Petitioner Company/Transferor Company) and M/S. Rock Land Private Limited (hereinafter referred to as Petitioner Company/Transferee Company) (Transferor Company and Transferee together referred to as "Petitioner Companies"). 2. M/S. AB MEDICOS PRIVATE LIMITED (hereinafter referred to as "Transferor No. 1 Company") having CIN: U51101DL2013PTC262271 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... L2007PTC157296 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 Registered Office at C-30, Panchsheel Enclave, New Delhi-110017. The Company is primarily engaged in business of manufacturing and trading of pharmaceuticals drugs and allied products. 9. M/S. GRACIA HEALTHCARE FOR YOU PRIVATE LIMITED (hereinafter referred to as "Transferor No. 8 Company") having CIN: U85100DL2013PTC260688 is a company incorporated on 23/11/2013 under the Companies Act, 1956 having its Registered Office at B-207, C.R. Park, Near Bus Stop New Delhi-110019. The Company is primarily engaged in business of purchase, lease, or otherwise acquire, establish, maintain, operate, run, manage, or administrate hospitals, medicate, daycare and healthcare centers, nursing homes, clinic f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 its Registered Office at C-30, Panchsheel Enclave, New Delhi-110017. The Company is primarily engaged in the business of trading and dealing in any manner whatsoever in all type of goods. 17. M/S. RADHIKA SURGICAL PRIVATE LIMITED (hereinafter referred to as "Transferor No. 16 Company") having CIN:U85110DL2007PTC158071 is a company incorporated on 17/01/2007 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 manufacturing and trading of medicines and accessories. 18. M/S. REGAL BUILDERS AND PROMOTES PRIVATE LIMITED (hereinafter referred to as "Transferor No. 17 Company") having CIN:U70101DL2004PTC128055 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed 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 company incorporated on 10/03/2010 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 vehicles, machinery, handicraft and garments. 24. M/S. UMESH PHARMACEUTICALS PRIVATE LIMITED (hereinafter referred to as "Transferor No. 23 Company") having CIN: U24232DL2004PTC128051 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 manufacturing and trading of all kind of Drugs & Medicines (allopathic and ayurvedic). 25. M/S. VAIBHAV INDIA SURGICALS PRIVATE LIMITED (hereinafter ref ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 enable the Companies to pool their financial, commercial and other resources as the magnitude of the investments contemplated will be better met by the Companies merged together and considerable synergy of operations would be achieved; II. With the enhanced capabilities and resources at its disposal the Merged Companies will have greater flexibility and strength and will be able to compete more effectively as a multi-dimensional entity; III. The Merged Companies will have better financial and business prospects. The Scheme would be beneficial to and in the best interest of the Shareholders and Creditors, if any, of the Transferor Companies and the Transferee Company. The Scheme shall not in any manner be prejudicial to the interests o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... led 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 opportunities vide Orders dated 26.06.2020, 21.07.20, 25.02.2021 and 15.04.2021 to Status Report, if any, reflecting as to any further objection against the scheme but no such Report has been filed by the RD. Rather, on 02.09.2021, when the present matter was reserved for Orders, the Ld. Counsel for R.D. submitted that the Investigation Stands Completed and 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 under the Companies' Act, 2013. 35. The Petitioner Companies, further, undertake to comply with all statutory requirements, if any, as required under the Companies Act, 2013 and the Rules made thereunder whichever is applicable. The clarifications and undertak ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany 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 Transferee Company without any break or interruption in their service; (vi) That the Transferor Company shall within thirty days of the date of the receipt of this order cause a certified copy of this order to be delivered to the Registrar of Companies for registration and on such certified copy being so delivered the Transferor Company shall be dissolved and the Registrar of Companies shall place all documents relating to the Transferor Company and registered with him on the file kept by him in relation to the Transferee Company and the files relating to the said two companies shall be consolidated accordingly; and. 40. The Petitioner Companies shall be at liberty to apply to this Tribunal for any directions that may be necessary in the above matter. 41. All concerned authorities are at libert ..... X X X X Extracts X X X X X X X X Extracts X X X X
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