2020 (9) TMI 1119

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....ith Rule 16 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, are fulfilled as per the Order of this bench dated 19.11.2019. 3. It is seen from the records that petitioners have filed the affidavit of compliance before this bench dated 30.12.2019 affirming the compliance of the order passed by this Tribunal dated 19.11.2019. In perusal of the affidavit discloses that the petitioners have effected the newspaper publication on dated 09.12.2019 as directed in relation to the date of the hearing of this petition. Further, the affidavit also discloses that copies of the petition have been duly served to the Regional Director, Northern Region, Registrar of the Companies, NCT of Delhi and Haryana, Official Liquidator (New Delhi) and the Income Tax Department in compliance of the order and in proof of the same acknowledgement by the respective offices have also been placed on record 4. That the Regional Director, MCA has submitted its report with some observations. The para-wise observations and the reply of the observations of the Report as given by the Transferee Company are as follows : Observation: Para 14 of the Regional Director's Report / Obser....

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....Holding Private Limited  Debenture holders  11.09.2019  16:30pm  100% 8  Sacred Heart Investment Company Private Limited  Equity Shareholders  12.09.2019  10.00am  100% 9  Sacred Heart Investment Company Private Limited  Debenture holders  12.09.2019  11:00am  100% 10  Sacred Heart Investment Company Private Limited  Preferential holders  12.09.2019  12:00pm  100% 11  Kenstar Investments and Finance Private Limited  Equity Shareholders  12.09.2019  13.00pm  100% 12  Osiatic Consultants and Investment Private Limited  Equity Shareholders  12.09.2019  14.30pm  100% 13  Osiatic Consultants and Investment Private Limited  Debenture holders  12.09.2019  15:30pm  100% 14  Osiatic Consultants and Investment Private Limited  Unsecured Creditor  12.09.2019  16:00pm  100% That as per the above details, all the stakeholders of all the applicant companies ha....

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....as in the process, all group companies will merge with Sunrays Properties & Investment Company Private Limited. 6. That it was further submitted by the Transferor Company that the entities involved in all the schemes are group entities and therefore the outcome of individual application will not mislead shareholders and debenture holders. That it was further submitted by the Transferee Company that already 2 schemes involving the group entities were approved by the Hon'ble NCLT, Bench III, New Delhi i.e. Scheme I, in CA No. CAA/55/ND/2019 with CA (CAA) 137/ ND / 2019 vide its Order dated 12.12.2019 as amended on 17.02.2020; and Scheme III, in CA No. CAA/53/ND/2019 with CA (CAA) 134 / ND / 2019 vide its Order dated 12.12.2019 as amended on 18.02.2020 and therefore, the averment of Regional Director about single consolidated application is not tenable in facts and under law. That the Petitioner Companies submitted the copy of the judgment of the Hon'ble Supreme Court of India in the matter of Miheer H. Mafatlal vs. Mafatlal Industries Ltd. The relevant quote of the judgement are as follows 1. Whether the Court has jurisdiction like an appellate authori....

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....hould not have accepted the said exchange ratio on the ground that it will be determined to their interest." 7. The Official Liquidator has filed its Report wherein no specific objection has been raised against the approval of the scheme. It is submitted in the report that that the official liquidator has not received any compliant against the proposed Scheme from any person/party interested in the Scheme in any manner and the affairs of the Petitioner Companies do not appear to has been conducted in a manner prejudicial to the interest of its members, creditors or public interest. 8. It is further submitted by the Petitioner Companies that the dues of Income Tax Department are fully secured as all the dues, if any, shall be the liability of the Transferee Company as provided in the Scheme of Amalgamation. 9. Further the Certificate of respective statutory auditors of the Petitioner Companies have been placed on the record to the effect that Accounting Treatment proposed in the Scheme of Amalgamation is in conformity with the Accounting Standard notified by the Central Government as specified by under the provisions of Section 133 of the Companies Act, 2013. 10. In view....