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TMI Blog2022 (5) TMI 24X X X X Extracts X X X X X X X X Extracts X X X X ..... ct ), for sanction of the Scheme of Amalgamation of M/S. GIGANTIC REAL ESTATE PRIVATE LIMITED (hereinafter referred to as the Transferor Company No. 1 ) And M/S. SHPL ENTERPRISES PRIVATE LIMITED (hereinafter referred to as the Transferor Company No. 2 ) And M/S. GANDHESHWARI COMMERCIAL PRIVATE LIMITED (hereinafter referred to as the Transferor Company No. 3 ) And M/S. SANGINI CONSTRUCTIONS PRIVATE LIMITED (hereinafter referred to as the Transferor Company No. 4 ) And M/S. TERRIFIC COMMERCIAL PRIVATE LIMITED (hereinafter referred to as the Transferor Company No. 5 ) And M/S. ALTOP COMMERCIAL PRIVATE LIMITED (hereinafter referred to as the Transferor Company No. 6 ) And M/S. JAISONS RONGOLEE SECURITIES PRIVATE LIMITED (hereinafter referred to as the Transferor Company No. 7 ) And M/S. GVS VINIYOG LIMITED (hereinafter referred to as the Transferor Company No. 8/Petitioner Company No. 1 ) With M/S. RUDRA REAL ESTATE PRIVATE LIMITED (hereinafter referred to as the Transferee Company ) whereby and whereunder the Transferor Companies are proposed to be amalgamated with the Transferee Company from the Appointed Date, viz 1st day of April, 2020 in the manner and on the terms and co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lized and a larger company including reduction in over heads, better and more productive utilization of work force and other resources and reduction in procedural and administrative work. vi. The Petitioner Companies individually have a small capital base and they do not have adequate resources to expand and diversify their activities on their own. The said Scheme will enable the said Companies to pool their resources to their advantage. vii. The said Scheme will enable the establishment of a larger Company with larger resources and a larger capital base facilities further expansion and development of the business of all the Companies. The said Scheme will enable the undertakings and business of the said companies to obtain greater facilities possessed and enjoyed by large Company as compared with a number of smaller companies, raising capital, securing and conducting trade, on favorable terms and other benefits. viii. The business of the said Companies can be conveniently and advantageously combined together and in general the business of all the Companies concerned will be more economical and profitable if the Scheme is implemented. ix. The said Scheme will co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ate Limited and all Transferor Petitioner Companies except M/s. GVS Viniyog Limited are registered in the State of Uttar Pradesh under the jurisdiction of Registrar of Companies, Kanpur, which is not within the jurisdiction of this Deponent. Hence this Deponent has no comment on it. b) It is submitted that as per available records, it appears that no complaint and/or representation regarding the proposed Scheme of Amalgamation has been received against the Petitioner Company, M/s. GVS Viniyog Limited. Further, as per available records, the said Petitioner Company has filed Annual Return and Financial Statement for the year ended 31/03/2020. c) It is submitted that M/s. GVS Viniyog Limited, Transferor Company in the proposed Scheme, did not file Form MGT-14 in respect of resolution passed in Board Meeting for approval of amalgamation, merger or reconstruction of companies as required under section 117(3)(g) read with section 179(3)(i) of the Companies Act, 2013. Once merged, the said Transferor Company will no longer be able to comply with any statutory requirement and the MCA portal, which is a public domain, shall continue to host the defective documents for public views ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ly placed on record. g) The Hon'ble Tribunal may kindly direct the Petitioners to file an affidavit to the extent that the Scheme enclosed to the Company Application and Company Petition are one and same and there is no discrepancy or no change is made. h) The Petitioners under provisions of section 230(5) of the Companies Act 2013 have to serve notices to concerned authorities which are likely to be affected by the Amalgamation or arrangement. Further, the approval of the scheme by the Hon'ble Tribunal may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such authorities shall be binding on the Petitioner Company(s) concerned. i) It is submitted that as per instructions of the Ministry of Corporate affairs, New Delhi, a copy of the scheme was forwarded to the Income tax Department on 03/09/2021 with a request to forward their comments/observations/objections, if any. However, the same is still awaited. 12. The Petitioner(s) by their Rejoinder affidavit affirmed on 22nd December, 2021 has replied to the observations of the RD as follows: a) With reference to paragraph No. 2(c) at page ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ecember, 2021, do hereby stated that the Petitioner Companies have served notices to the concerned authorities as per Section 230(5) of the Companies Act, 2073 and after that the petitioner have not received any objection from any concerned authorities. 13. The Official Liquidator attached to the Hon'ble High Court, Calcutta, vide report dated January, 2022 has observed that after scrutiny, and on the basis of information submitted by the Petitioner Company is of the view that the affairs of the aforesaid Transferor Company namely M/s. GVS Viniyog Limited, (hereinafter referred to as the Transferor Company ) have been conducted in a manner prejudicial to the interest of its members or to public. 14. From the material on record, the Scheme appears to be fair and reasonable and is not violative to any provisions of law, nor is contrary to public interest. 15. Since all the requisite statutory compliances have been fulfilled, the Company Petition, bearing CP (CAA) No. 157/KB/2021, connected with CA(CAA) No. 72/KB/2021, is allowed on the following terms: a) The Scheme of Amalgamation mentioned in this Petition being Annexure A-1 to the Petition, is sanctioned by th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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