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2018 (12) TMI 805 - AT - Companies LawScheme of amalgamation - matter is pending before Arbitration - Held that:- The Appellants received amount aggregating to ₹ 56,95,00,000/- with balance ₹ 5 Lakhs remaining. The Respondents are disputing this. With regard to 3rd tranche, it appears that there are requirements under the SPA linking the payment to criteria relating to “EBITDA”. Admittedly, now the transferee Company has been taken by the Appellants to Arbitral Tribunal and the matter is pending before Arbitration as can be seen from Annexure R-3 in Diary No.6037 which is Reply of the Respondents in CA 167/2018. The Appellants claim that they have to receive ₹ 10.05 Crores from the transferee Company and the transferor Company No.1 in which they were 100% shareholders has already been ordered to be wound up and stands amalgamated and thus according to the Appellants, they may be rendered remediless. What appears is that after the Appellants executed the SPA, they handed over their shares and admitted that they had resigned as Directors on 01.01.2017. In fact, the Appellants even approved the balance sheet of the transferor Company No.1, as on 31st March, 2016 by signing the same on 31.08.2016 as can be seen from Page – 66 of Diary No.4167 (Volume – 1). What appears after going through such documents is that the Appellants were clearly aware of the proceedings relating to the scheme of amalgamation and had no difficulties initially but it appears that, as their transaction based on SPA landed in difficulties and so, now they want to raise grievances to the scheme of amalgamation on the plea that Notice to them also was necessary. Going through the material on record, we do not find that there is any substance in the grievance raised by the Appellants. Dispute relating to SPA is before Arbitration . Transferee Company is facing it. If Appellants had difficulty, they never went before NCLT to raise Objections although they knew about the amalgamation process going on. This being so, we are proceeding to reject both the Appeals.
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