9911796707
TMI Blog2022 (5) TMI 24X X X X Extracts X X X X X X X X Extracts X X X X ..... 3") And M/S. SANGINI CONSTRUCTIONS PRIVATE LIMITED (hereinafter referred to as the "Transferor Company No. 4") And M/S. TERRIFIC COMMERCIAL PRIVATE LIMITED (hereinafter referred to as the "Transferor Company No. 5") And M/S. ALTOP COMMERCIAL PRIVATE LIMITED (hereinafter referred to as the "Transferor Company No. 6") And M/S. JAISONS RONGOLEE SECURITIES PRIVATE LIMITED (hereinafter referred to as the "Transferor Company No. 7") And M/S. GVS VINIYOG LIMITED (hereinafter referred to as the "Transferor Company No. 8/Petitioner Company No. 1") With M/S. RUDRA REAL ESTATE PRIVATE LIMITED (hereinafter referred to as the "Transferee Company") whereby and whereunder the Transferor Companies are proposed to be amalgamated with the Transferee Company from the Appointed Date, viz 1st day of April, 2020 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation ("Scheme"). 3. The Learned Counsel for the Petitioner states that the Transferee Company at presently engaged in the business of Trading of shares and in loans and advances and other business as stated in its Memorandum of Association of the Company. The Transferor Company No. 1 (M/s. Gigantic Real Estate P ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... le the said Companies to pool their resources to their advantage. vii. The said Scheme will enable the establishment of a larger Company with larger resources and a larger capital base facilities further expansion and development of the business of all the Companies. The said Scheme will enable the undertakings and business of the said companies to obtain greater facilities possessed and enjoyed by large Company as compared with a number of smaller companies, raising capital, securing and conducting trade, on favorable terms and other benefits. viii. The business of the said Companies can be conveniently and advantageously combined together and in general the business of all the Companies concerned will be more economical and profitable if the Scheme is implemented. ix. The said Scheme will contribute to furthering and fulfilling the objects of all the Companies concerned and in the growth and development of their business. x. The said Scheme will strongly consolidate and stabilize the business of the said Companies and the resulting amalgamated Company will be able to participate more vigorously and profitably in a competitive market. xi. The said Scheme will enable the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Amalgamation has been received against the Petitioner Company, M/s. GVS Viniyog Limited. Further, as per available records, the said Petitioner Company has filed Annual Return and Financial Statement for the year ended 31/03/2020. c) It is submitted that M/s. GVS Viniyog Limited, Transferor Company in the proposed Scheme, did not file Form MGT-14 in respect of resolution passed in Board Meeting for approval of amalgamation, merger or reconstruction of companies as required under section 117(3)(g) read with section 179(3)(i) of the Companies Act, 2013. Once merged, the said Transferor Company will no longer be able to comply with any statutory requirement and the MCA portal, which is a public domain, shall continue to host the defective documents for public views and for issuance of certified copies for which the public have to bear cost (fees). a) It is submitted that the Transferor Company, M/s. GVS Viniyog Limited, did not file Form MGT-14 in respect of any resolution under section 179(3) of the Companies Act, 2013 for approval of the Financial Statement and Board's report for the year 20 16-17 which is a serious omission in statutory duties of the company. The Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or arrangement. Further, the approval of the scheme by the Hon'ble Tribunal may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such authorities shall be binding on the Petitioner Company(s) concerned. i) It is submitted that as per instructions of the Ministry of Corporate affairs, New Delhi, a copy of the scheme was forwarded to the Income tax Department on 03/09/2021 with a request to forward their comments/observations/objections, if any. However, the same is still awaited. 12. The Petitioner(s) by their Rejoinder affidavit affirmed on 22nd December, 2021 has replied to the observations of the RD as follows: a) With reference to paragraph No. 2(c) at page No. 5, (a) at page No. 6 & (b) at page No. 6 of the said reply dated 22nd December, 2021, it is stated that the filing of MGT-14 and PAS-6 are all technical in nature which does not affect the financial position of the company and as per Para 9 Part II of the Scheme of Amalgamation, "Upon the coming into effect of this Scheme, all suits, actions and proceedings of whatsoever nature by or against the Transferor Companies pending and/or arising on or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the view that the affairs of the aforesaid Transferor Company namely M/s. GVS Viniyog Limited, (hereinafter referred to as the "Transferor Company") have been conducted in a manner prejudicial to the interest of its members or to public. 14. From the material on record, the Scheme appears to be fair and reasonable and is not violative to any provisions of law, nor is contrary to public interest. 15. Since all the requisite statutory compliances have been fulfilled, the Company Petition, bearing CP (CAA) No. 157/KB/2021, connected with CA(CAA) No. 72/KB/2021, is allowed on the following terms: a) The Scheme of Amalgamation mentioned in this Petition being "Annexure A-1" to the Petition, is sanctioned by this Tribunal to be binding on all the equity shareholders of the petitioner companies and all concerned with effect from 1st April, 2020. b) All the properties, rights, interests, benefits, advantages, liabilities and obligations of the Transferor Company GVS Viniyog Limited, including those specified in the Schedule of Assets be transferred to and vested in without further act or deed in the Transferee Company Rudra Real Estate Private Limited and accordingly the same shall ..... 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