9911796707
TMI Blog2021 (12) TMI 1156X X X X Extracts X X X X X X X X Extracts X X X X ..... Scheme of Amalgamation of Ajay Realtech (India) Private Limited (Transferor Company No. 1/Petitioner Company No. 1), Goodly Developers Private Limited (Transferor Company No. 2/Petitioner Company No. 2) and Star Landcraft Private Limited (Transferee Company/Petitioner Company No. 3) and their respective Shareholders and Creditors (hereinafter referred to as "Scheme" or "Scheme of Amalgamation"). 2. The Petition has now come up for final hearing. Ld. Counsel for the petitioners submits as follows:- (a) The proposed 'Scheme of Amalgamation' has previously been approved by the Board of Directors of the Petitioner Transferor Companies and the Petitioner Transferee Company in their respective Board meetings held on 09.04.2021. (b) T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... under Section 133 of the Companies Act, 2013 as certified by the Auditors of the Petitioner Companies. 5. It has also been stated in the Petition that no proceedings under Sections 235 to 251 of the Companies Act, 1956 or under Sections 210 to 226 of the Companies Act, 2013 are pending against any of the Petitioner Companies. 6. It has also been stated in the Petition that the Scheme is not prejudicial to the interests of the Shareholders and Creditors of the Petitioner Companies and the Petition is made bona fide and is in the interest of all the Petitioner Companies and their respective Shareholders and Creditors as a whole and is just and equitable. 7. A perusal of the present Petition discloses that initially the Petitioner Companie ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Regional Director (Northern Region), Ministry of Corporate Affairs, New Delhi received a Report from the Registrar of Companies, Uttar Pradesh, Kanpur and filed its representation on 22nd September, 2021 through an affidavit whereof the Regional Director in his report stated that the transferor companies and the transferee companies have filed the Balance Sheets and Annual returns and no prosecution has been filed and no inspection or investigation has been conducted in respect of the petitioner companies. 10. The Official Liquidator, High Court, Allahabad, has also filed his report dated 09-09-2021, stating that he has objection to the dissolution of the transferor companies without winding up. 11. The Income-Tax Department has not fil ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ther requirement which may be specifically required under any law. Also, the Petitioner Transferor Company No. 1 and Petitioner Transferor Company shall stand dissolved without undergoing the process of winding up. 15. The Petitioner Companies shall within thirty days of the date of the receipt of this order cause a certified copy of this order to be delivered to the Registrar of Companies, Uttar Pradesh for registration. 16. All the concerned Regulatory Authorities to act on a copy of this order annexed with the Scheme duly authenticated by the Registrar of this Bench. 17. Leave is granted to the Petitioners to file the Schedule of Assets of the Transferor Company in the form as prescribed in the Schedule of the Companies (Compromises, ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
