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TMI Blog2020 (9) TMI 709X X X X Extracts X X X X X X X X Extracts X X X X ..... ate Limited (hereinafter referred as "Transferor Company No. 1"), Aquatic Real Estate Private Limited (hereinafter referred as "Transferor Company No. 2"), Archon Infotech Private Limited (hereinafter referred as "Transferor Company No. 3"), Autumn Buildhome Private Limited (hereinafter referred as "Transferor Company No. 4"), Creative Infra-Con Private Limited (hereinafter referred as "Transferor Company No. 5"), Gangeshwer Homes And Estates Private Limited (hereinafter referred as "Transferor Company No. 6"), Gharonda Buildtech Private Limited (hereinafter referred as "Transferor Company No. 7"), G O Infrastructures And Developers Private Limited (hereinafter referred as "Transferor Company No. 8"), Goodlook Infra- Projects Private Limited (hereinafter referred as "Transferor Company No. 9"), Hill Top Buildcon Private Limited (hereinafter referred as "Transferor Company No. 10"), Hi-lmage Home Estate Private Limited (hereinafter referred as "Transferor Company No. 11"), Look-N-Feel Constructions Private Limited (hereinafter referred as "Transferor Company No. 12"), Prakhar Buildwell Private Limited (hereinafter referred as "Transferor Company No. 13"), Raghunath Hotels And Multip ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... egistered Office of Transferor No. 2 Company is situated at 6926, Jaipuria Mills, Clock Tower Subzi Mandi, New Delhi-110007. The Transferor No. 2 Company is carrying on the business of purchasing, selling, acquiring hiring or letting on lease or rent or otherwise any land, building or land appurtenant thereto or otherwise deal with them in any manner whatsoever including construct, execute, carryout, improve, work, resale, in whole or in any other manner, erect, enlarge, rebuild, pull down, administer or otherwise deal in land, houses, building, markets, warehouses and all other works or conveniences whatsoever and to convert and appropriate roads, streets, squares., markets, shopping complexes, commercial or official complexes, business complexes etc. The details of the main objects of the Transferor No. 2 Company are set out in the MOA of the company. 5. The Transferor No. 3 is a Private limited company, incorporated on 22nd June, 2007 under the provisions of the Act, 1956 registered with RoC, NCT of Delhi and Haryana under the CIN U45201DL2005PTC1322450. The Registered Office of Transferor No. 3 Company is situated at 6926, Jaipuria Mills, Clock Tower Subzi Mandi, New Delhi-110 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... her works or conveniences whatsoever and to convert and appropriate roads, streets, squares., markets, shopping complexes, commercial or official complexes, business complexes etc. The details of the main objects of the Transferor No. 5 Company are set out in the MOA of the company. 8. The Transferor No. 6 is a Private limited company, incorporated on 24th January, 2006 under the provisions of the Act, 1956 in the National Capital registered with RoC, NCT of Delhi and Haryana under the CIN U45201DL2006PTC145357. The Registered Office of Transferor No. 6 Company is situated at 6926, Jaipuria Mills, Clock Tower Subzi Mandi, New Delhi-110007 and the address other than Registered Office where all or any books of account and papers are maintained is Vinayak Shree NRI City, Mainawati Marg Kanpur 208017, Uttar Pradesh. The Transferor No. 6 Company is carrying on the business of purchasing, selling, acquiring hiring or letting on lease or rent or otherwise any land, building or land appurtenant thereto or otherwise deal with them in any manner whatsoever including construct, execute, carryout, improve, work, resale, in whole or in any other manner, erect, enlarge, rebuild, pull down, admi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vate limited company, incorporated on 9th January, 2006 under the provisions of the Act, 1956, registered with RoC, NCT of Delhi and Haryana under the CIN U74899DL2006PTC144688. The Registered Office of Transferor No. 9 Company is situated at 6926, Jaipuria Mills, Clock Tower Subzi Mandi, New Delhi-110007 and the address other than Registered Office where all or any books of account and papers are maintained is Vinayak Shree NRI City, Mainawati Marg Kanpur 208017, Uttar Pradesh. The Transferor No. 9 Company is carrying on the business of purchasing, selling, acquiring hiring or letting on lease or rent or otherwise any land, building or land appurtenant thereto or otherwise deal with them in any manner whatsoever including construct, execute, carryout, improve, work, resale, in whole or in any other manner, erect, enlarge, rebuild, pull down, administer or otherwise deal in land, houses, building, markets, warehouses and all other works or conveniences whatsoever and to convert and appropriate roads, streets, squares., markets, shopping complexes, commercial or official complexes, business complexes etc. The details of the main objects of the Transferor No. 9 Company are set out i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... No. 12 is a Private limited company, incorporated on 16th May, 2005 under the provisions of the Act, 1956, registered with RoC, NCT of Delhi and Haryana under the CIN U45201DL2005PTC136253. The Registered Office of Transferor No. 12 Company is situated at 6926, Jaipuria Mills, Clock Tower Subzi Mandi, New Delhi-110007. The Transferor No. 12 Company is carrying on the business of purchasing, selling, acquiring hiring or letting on lease or rent or otherwise any land, building or land appurtenant thereto or otherwise deal with them in any manner whatsoever including construct, execute, carryout, improve, work, resale, in whole or in any other manner, erect, enlarge, rebuild, pull down, administer or otherwise deal in land, houses, building, markets, warehouses and all other works or conveniences whatsoever and to convert and appropriate roads, streets, squares., markets, shopping complexes, commercial or official complexes, business complexes etc. The details of the main objects of the Transferor No. 12 Company are set out in the MOA of the company. 15. The Transferor No. 13 is a Private limited company, incorporated on 27th June, 2007 under the provisions of the Act, 1956, registe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... i, New Delhi-110007. The Transferor No. 15 Company is carrying on the business of purchasing, selling, acquiring hiring or letting on lease or rent or otherwise any land, building or land appurtenant thereto or otherwise deal with them in any manner whatsoever including construct, execute, carryout, improve, work, resale, in whole or in any other manner, erect, enlarge, rebuild, pull down, administer or otherwise deal in land, houses, building, markets, warehouses and all other works or conveniences whatsoever and to convert and appropriate roads, streets, squares., markets, shopping complexes, commercial or official complexes, business complexes etc. The details of the main objects of the Transferor No. 15 Company are set out in the MOA of the company. 18. The Transferor No. 16 is a Private limited company, incorporated on 18th September, 2007 under the provisions of the Act, 1956 registered with RoC, NCT of Delhi and Haryana under the CIN U16008DL2007PTC168326 in the name and style 'Sunrays Buildcon Private Limited' thereafter a fresh certificate of incorporation was issued on 2nd September, 2011, consequent to change of name to 'Sunrays Betelnut Product Private Limi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 64 in the name and style 'Target Infra projects Private Limited' thereafter a fresh certificate of incorporation was issued on 3rd July, 2015, consequent to change of name to 'Target Synergy Services Private Limited'. The Registered Office of Transferor No. 18 Company is situated at 6926, Jaipuria Mills, Clock Tower Subzi Mandi, New Delhi-110007 and the address other than Registered Office where all or any books of account and papers are maintained is Vinayak Shree NRI City, Mainawati Marg Kanpur 208017, Uttar Pradesh. The Transferor No. 18 Company is carrying on the business of purchasing, selling, acquiring hiring or letting on lease or rent or otherwise any land, building or land appurtenant thereto or otherwise deal with them in any manner whatsoever including construct, execute, carryout, improve, work, resale, in whole or in any other manner, erect, enlarge, rebuild, pull down, administer or otherwise deal in land, houses, building, markets, warehouses and all other works or conveniences whatsoever and to convert and appropriate roads, streets, squares., markets, shopping complexes, commercial or official complexes, business complexes etc. The details of the m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gricultural, plant tree and fruit medicines and medical preparation required or used for beauty aid and personal hygiene medical treatment, cerement of any type JS of diseases whether prepared under ayruvedic, herbal, natural cure methods, homeopathic, unani, allopathic or other method/system of treatment and kinds of anatomical orthopedic and surgical appliances and stores and prophetic etc. The main objects of the Transferee Company are set out in the MoA. 23. The Petitioner companies are falling within the jurisdiction of this Bench and the Board of Directors of both the Transferor and Transferee companies have approved the Scheme vide its Resolution dated 15th February, 2019. Further, this Bench, vide Order dated 19th November, 2019, dispensed with the requirement of convening/ holding meeting of the Shareholders and Creditors of the Petitioners Companies and other necessary requirements are also fulfilled. 24. The Ld. Counsel for the Petitioner Companies has submitted that the Petitioners Companies are Private Limited companies and the rationale of the Proposed scheme of Amalgamation is that it would benefit in achieving business and administrative synergies, consolidation a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ard) Rules, 2015 or any other relevant and related requirements under the Act, 2013 as applicable on Effective Date. 29. Clause 7 Part II of the Scheme provides that upon coming into effect of this Scheme, all employees of the Transferor Companies shall become the employees of the Transferee Company and subject to the provisions hereof, on terms and conditions not less favorable than those on which they are engaged by the Transferor Companies in relation to the undertaking and without any interruption of or break in sen/ice as a result of the transfer of undertakings. 30. Clause 10 Part II of the Scheme provides that the Clause V of the MOA of the Transferee Company shall without any further act or deed be altered, modifies and amended pursuant to the applicable provisions of the Act, 2013. 31. On the Scheme becoming effective, the Transferor Companies shall be dissolved without any further act, deed or instrument, without going through the process of winding up and shall be succeeded by the Transferee Company. 32.There is no additional requirement for any modification and the Scheme of Amalgamation appears to be fair and reasonable and is not contrary to public policy and not ..... X X X X Extracts X X X X X X X X Extracts X X X X
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