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TMI Blog2023 (7) TMI 1559X X X X Extracts X X X X X X X X Extracts X X X X ..... sferor Company) and Max Estates Limited (Petitioner Company 2 / Transferee Company) under Sections 230 & 232 of the Companies Act, 2013, read with Section 66 of the Companies Act, 2013 ("the Act") and other applicable provisions of the Act read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ("the Rules"). 2. The Petitioner Companies have prayed for sanctioning of the Scheme of Amalgamation amongst the respective companies. The said Scheme of Amalgamation and Arrangement is attached as Annexure- A1 of the petition. 3. The joint first motion application seeking directions for convening/dispensing with the requirement of the meetings of its Equity Shareholders, Secured and unsecured creditor of Applicant Companies w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... objects, date of incorporation, authorized and paid-up share capital, and the rationale of the Scheme of Amalgamation had been discussed in detail in the order dated 14.10.2022. 6. In the second motion proceedings, certain directions were issued by this Tribunal vide order dated 23.01.2023 and in compliance of such directions, the Petitioners have filed affidavits of compliance by diary Nos. 03210/5 and 03210/6 dated 27.04.2023. The notice of hearing was published in "The Tribune" (English, Chandigarh and Punjab Edition) and "Jagbani" (Punjabi, Chandigarh and Punjab Edition) both dated 18.04.2023. The original copies of the newspapers are attached as Exhibit "B-1" and "B-2" of the aforesaid affidavits. It has also stated in the affidavits ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he fees payable by Transferee Company on its authorized capital subsequent to the amalgamation. The Registrar of Companies has also made certain comments on the investments of Transferor Company and financial statements 8.1.2 In response to the aforesaid observation made by the RD, the Petitioner Companies have filed an affidavit by Diary No. 03210/7 dated 28.04.2023 wherein it has been undertaken that the Transferee Company shall pay the fees after the setting off the fees paid on Authorized Share Capital of the Transferor Company after the sanction of the present scheme and comply with the provisions of Sec 232(3)(i) of the Companies Act, 2013. 8.1.3 In view of the above discussion, no adverse conclusion is drawn on the basis of the rep ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... authorities remain intact, and they can proceed against the companies in accordance with the law, if any amount is found due and payable. 8.3.3 Thus, no adverse observation can be inferred from the report of the Income Tax Department. 8.4 Real Estate Regulatory Authority (RERA) 8.4.1 The Punjab Real Estate Regulatory Authority (PRERA) has submitted a report by Diary No. 79 dated 10.05.2023 stating that as per the information available with the authority, no proceedings are pending or being conducted in relation to both the petitioner companies and therefore no representation is required by RERA to be made on the proposed Scheme. 8.4.2 Thus, no adverse observation can be inferred from the report of the Punjab Real Estate Regulatory Auth ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ulfilled, this Tribunal sanctions the proposed Composite Scheme of Amalgamation and Arrangement appended as Annexure-A1 of the Petition. 13. Notwithstanding the submission that no investigation is pending against any of the Petitioner Companies, 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 officials of the petitioners. 14. While approving the Scheme as above, it is clarified that this order should not be construed as an order in any way granting exemption from payment of stamp duty, taxes or any other charges, if any, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... benefits, entitlements, incentives and concessions; iv. All contracts of the Transferor Company which are subsisting or having effect immediately before the Effective Date, shall stand transferred to and vested in the Transferee Company and be in full force and effect in favour of the Transferee Company and may be enforced by or against it as fully and effectually as if, instead of the Transferor Companies, the Transferee Company had been a party or beneficiary or obliged thereto; v. That the employees of the Transferor Company shall be transferred to the Transferee Company in terms of the 'Scheme'; vi. That the Appointed Date for the scheme shall be 01.04.2022 as specified in the scheme; vii. That the proceedings, if any, n ..... X X X X Extracts X X X X X X X X Extracts X X X X
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