TaxTMI 
TaxTMI 
2016 (4) TMI 1408
X X X X Extracts X X X X
X X X X Extracts X X X X
....O.PET. 611/2015 - -<br>Corporate Laws<br>HON'BLE MR. JUSTICE RAJIV SHAKDHER For the Petitioner : Mr P.V. Kapoor, Sr. Adv. with Mr Chandra Shekhar Yadav, Adv. Ms. Aparna Mudiam, Asstt. ROC. Mr. Rajiv Behl, Adv. for the OL. RAJIV SHAKDHER, J 1. This is a second motion petition filed jointly by Accord Development Private Limited (i.e. petitioner no.1/transferor company no.1), Ambrose Real Estate Private Limited (i.e. petitioner no.2/transferor company no.2), Elegant Real Tech Private Limited (i.e. petitioner no.3/transferor company no.3), Axcelo Development Private Limited (i.e. petitioner no.4/transferor company no.4), Epitome Real Tech Private Limited (i.e. petitioner no.5/transferor company no.5), Esprit Development Private Limited (....
X X X X Extracts X X X X
X X X X Extracts X X X X
....nder the name and style: Epitome Technopark Private Limited, in consonance with the provisions of the Act. Thereafter, with effect from 04.06.2008, the name of the transferor company no. 5 was changed to its present name, viz., Epitome Real Tech Private Limited. 1.3 The transferee company was incorporated on 19.11.2003 under the name and style: Alpha Buildtech Private Limited, under the provisions of the Act. Thereafter, with effect from 07.07.2005, the name of the transferee company was changed to its present name, viz., Alpha G:Corp Development Private Limited. 1.4 The details qua incorporation and the petitioners' authorized, issued, subscribed and paid-up capital are set out in part-I of the scheme. 2. The copies of Memorandum and Ar....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e petitioners and all the secured creditors of the transferor company no 5. and the transferee company had given their consent to the scheme, dispensed with the requirement of convening meetings, as prayed. 5.1 Further, the court, having regard to the fact, that all the unsecured creditors of transferor company nos 4 to 10 and 13 to 16 and, unsecured creditors, being 99.81% in value (though 80% in number), belonging to the transferor company no.2 had given their consent to the scheme, dispensed with the requirement of convening meetings of this class of persons/entities, as well. 5.2 In addition to the above, the court, given the fact, that unsecured creditors, being 98% in value, to whom transferee company owed monies, had given th....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ion dated 01.01.2016 which is indicative of the fact that the ROC has not made any adverse comments qua the scheme. 7.2 Therefore, in so far as the RD is concerned, there are no objections taken by him to the scheme. 7.3 In so far as the OL is concerned, he has inter alia, stated in his report, that no complaint qua the scheme has been received by him from any interested person or party. The OL has also averred in his report that on the basis of information supplied by the petitioners, it appears, the affairs of the transferor companies have been conducted in a manner which could not be construed as being prejudicial to either the interest of their members or the public at large. In other words, affairs of the transferor companies, ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... and interests of the transferor companies will stand transferred to and / or vest in the transferee company without any further act or deed. Similarly, in terms of the scheme, all debts, liabilities, duties and obligations of the transferor companies shall stand transferred to the transferee company without any further act or deed. 13. Accordingly, in view of the approval accorded to the scheme by the shareholders and creditors (i.e. secured and unsecured) of the petitioners and, given the fact, that the RD and the OL, have not articulated any objections to the scheme, as indicated above, in my opinion, there appears to be no impediment in the grant of sanction to the scheme. Consequently, sanction is granted to the scheme in terms of Sec....