TMI Blog2017 (5) TMI 589X X X X Extracts X X X X X X X X Extracts X X X X ..... 0-2016 - MR. SIDDHARTH MRIDUL J. Mr. Mukesh Sukhija, Advocate for the petitioners. Ms. Aparna Mudiam, Asst. ROC for RD. Mr. Rajiv Bahl, Advocate for OL. J U D G M E N T SIDDHARTH MRIDUL, J. CO.APPL. 2847/2016_ CO.APPL. 3622/2016_(Condonation of delay) The delay which is stated to be of 99 days, on the part of the Official Liquidator, in filing his report, and of 102 days, on the part of the Regional Director, in filing the affidavit, is condoned. The aforesaid report and affidavit are taken on record. The applications are disposed of accordingly. CO.PET. 169 OF 2016_ 1. The present is a Second Motion Petition filed jointly, by Brewton Consultants Private Limited (hereinafter referred to as Transferor Company no.1 ), Dacha Developers Private Limited (hereinafter referred to as Transferor Company no.2 ), Pinkcity Sales Private Limited (hereinafter referred to as Transferor Company no.3 ), River Properties Private Limited (hereinafter referred to as Transferor Company no.4 ), RSS Petro Chem Private Limited (hereinafter referred to as Transferor Company no.5 ), Shivam Plastocraft Private Limited (hereinafter referred to as Tr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ₹ 25,00,000/- ( Rupees Twenty Five Lacs), divided into 2,50,000 shares of ₹ 10/- each, as on 31.03.2015. The issued, subscribed and paid-up share capital of the Transferor Company No.2 is ₹ 15,15,000/- (Rupees Fifteen Lacs Fifteen Thousand), divided into 1,51,500 shares of ₹ 10/- each, as on 31.03.2015. 13. The authorized share capital of the Transferor Company No.3 is ₹ 25,00,000/- (Rupees Twenty Five Lacs Only), divided into 2,50,000 shares of ₹ 10/- each, as on 31.03.2015. The issued, subscribed and paid-up share capital of the Transferor Company No.3 is ₹ 25,00,000/- (Rupees Twenty Five Lacs Only), divided into 2,50,000 shares of ₹ 10/- each, as on 31.03.2015. 14. The authorized share capital of the Transferor Company No.4 is ₹ 25,00,000/- (Rupees Twenty Five Lacs Only), divided into 2,50,000 shares of ₹ 10/- each, as on 31.03.2015. The issued, subscribed and paid-up share capital of the Transferor Company No.4 is ₹ 10,33,750/- (Rupees Ten Lacs Thirty Three Thousand Seven Hundred Fifty Only), divided into 1,03,375 shares of ₹ 10/- each, as on 31.03.2015. 15. The authorized share capital of the Tran ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s for the most beneficial utilization of these factors in the combined entity. Further, it has been averred that the proposed scheme would lead to usual economies of a centralised and a large company; would lead to combining managerial and operating strength to build a wider capital and financial base. 23. It has been stated on behalf of the Petitioner companies that the proposed amalgamation, would further aid in strengthening, consolidating and stabilising the business of the companies in order for the resulting company to be able to become more profitable and competitive in the market. 24. The Share Exchange Ratio for the Amalgamation has been provided for in the Scheme which is as under : 1 (One) Equity Share of ₹ 10/- (Rupees Ten) each of Transferee Company for every 4 (Four) Equity Shares of ₹ 10/- (Rupees Ten) each held in the Transferor Company No. 1BREWTON CONSULTANTS PRIVATE LIMITED. 4 (Four) Equity Shares of ₹ 10/- (Rupees Ten) each of Transferee Company for every 5 (Five) Equity Shares of ₹ 10/- (Rupees Ten) each held in the Transferor Company No. 2DACHA DEVELOPERS PRIVATE LIMITED. 4 (Four) Equity Shares of ₹ 10/- (Rupees ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... both the unsecured creditors have given their consents/no objections in writing to the proposed Scheme of Amalgamation. There is no secured creditor of the transferor company no. 4. 30. The transferor company no. 5 has 02 equity shareholders and 01 unsecured creditor. Both the equity shareholders and lone unsecured creditor have given their consents/no objections in writing to the proposed Scheme of Amalgamation. There is no secured creditor of the transferor company no. 5. 31. The transferor company no. 6 has 02 equity shareholders and 02 unsecured creditors. Both the equity shareholders and both the unsecured creditors have given their consents/no objections in writing to the proposed Scheme of Amalgamation. There is no secured creditor of the transferor company no. 6. 32. The transferee company has 02 equity shareholders and 02 unsecured creditors. Both the equity shareholders and both the unsecured creditors have given their consents/no objections in writing to the proposed Scheme of Amalgamation. There is no secured creditor of the transferee company. 33. Pursuant to the same, the Petitioner Companies have filed the instant petition (i.e. Second Motion Petition). N ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in the said affidavit filed by the RD that they would have no objection in the event, this Court were to grant a sanction to the proposed Scheme, subject however, to the abovementioned observations. 39. In response to the observations made by the RD, the transferee company filed an affidavit dated 20.09.2016, wherein, it has been stated that the pursuant to the Scheme becoming effective, all liabilities, provisions, duties and obligations including Income Tax and other statutory liabilities, if any, of every kind, nature and description of the Transferor Companies whether provided for or not in the books of accounts of the Transferor Companies shall devolve and shall stand transferred or be deemed to be transferred without any further act or deed, to the Transferee Company with effect from the Appointed Date on which the Scheme will become effective and shall be the liabilities, provisions, duties and obligations of the Transferee Company. Further, it has been stated in the said affidavit, the Transferee Company undertakes to repay all liabilities in respect of the income tax standing due or arising after the assessment for the Assessment Year 2014-15 qua the Transferor Company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eme, be filed with the ROC, within thirty (30) days of its receipt. 47. Resultantly, it is hereby directed that the Petitioner Companies will comply with all provisions of the Scheme and, in particular, those which are referred to hereinabove. 48. In any event, notwithstanding what has been stated on behalf of the Petitioner Companies hereinabove, the Transferee Company will file an undertaking with this Court, within two weeks from today, stating therein, that it will take over and defray all liabilities of the Transferor Companies. It is also made clear, that the concerned Statutory Authority will be entitled to proceed against the Transferee Companies qua any liability which it would have fastened onto the Transferor Companies for the relevant period, and that, which may arise on account of the Scheme being sanctioned. 49. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Court to the Scheme will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the Petitioner Companies. 50. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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