2020 (9) TMI 712

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....nies named above for the purpose of the approval of the Scheme of Amalgamation, as contemplated between the Companies and its Shareholders by way of Amalgamation of Transferor Companies with the Transferee Company. As per the Scheme of Amalgamation (in short, 'Scheme'), "SPY Infrastructure Private Limited" "Enakshi Towers Private Limited" "Enakshi Residency Private Limited" "Enakshi Infrastructure Private Limited" "VMS Towers Private Limited" "VMS Infrastructure Private Limited." (hereinafter referred to as 'Transferor Companies') are proposed to be merged with "Pranshu Residency Private Limited." (hereinafter referred to as Transferee Company') as a going concern. 2. The Transferor Company 1 being a private limited Com....

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....velopment of all kind whether on freehold or leasehold properties, owned by the company or otherwise, sale and purchase of land and properties, plotted development and generally to deal in the real estate business. 10. The Board of Directors of the Transferor Companies have approved the present Scheme vide Resolution dated 16th July 2018. The other necessary requirements have also been fulfilled as per the directions given by this Bench from time to time in CA(CAA)-167(ND)/2018. 11. Clause 1 of the Scheme states the rationale of the scheme i.e. Amalgamation has been envisaged to create a single robust entity which would carry on businesses that are integrated and complimentary in nature. The combined entity will have the ability to levera....

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....evant returns filed with the governmental and registration authorities for the period either prior to the appointed date and period commencing on and from the appointed date, to claim refunds and interest due, if any thereon, credits, exemptions pursuant to provisions of this Scheme. 14. Clause 6 of the scheme provides that all suits, actions and other proceedings including legal and taxation proceedings, if any, by or against the Transferor Companies pending and arising on or before the effective date shall be continued and or be enforced by or against the Transferee Company as effectually and in the same manner and extent as if the same has been instituted and/or pending and/or arising by or against the Transferee Company. It is further ....

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....air and reasonable and is not contrary to public policy and not violative of any provisions of law. All the statutory compliances have been made under Sections 230 to 232 of the Companies Act, 2013. 19. Taking into consideration the above, the Company Petition is allowed and the Scheme of Amalgamation annexed as annexure A-1 with the Petitions is hereby Sanctioned. The Scheme approved shall be binding on the Shareholders, Creditors and employees of the Companies involved in this Scheme. The Appointed date of the Scheme is 01.04.2018. 20. While approving the Scheme as above, it is further clarified that this Order will not be construed as an order granting exemption from payment of stamp duty or taxes or any other charges, if payable, as p....