TaxTMI 
TaxTMI 
TaxTMI 
2021 (6) TMI 939
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....ach); Superior Softech Private Limited, (Transferor Company No. 5/Superior); Avancer Properties Private Limited, (Transferor Company No. 6/Avancer); Vidhan Propbuild Private Limited, (Transferor Company No. 7/Vidhan); Aloukik Constructions Private Limited, (Transferor Company No. 8/Aloukik); Paarth Infratech Private Limited, (Transferor Company No. 9/Paarth) with Aaakarshan Estates Private Limited, (Transferee Company/Aaakarshan). The joint petition is maintainable in terms of Rule 3(2) of the Rules. 2. The First Motion Application seeking dispensation with the requirement of convening the meetings of the equity shareholders of all Applicant Companies and of Secured Creditors and Unsecured Creditors of the Applicant Transferor Companies No. 1 to 8 and Transferee Company and for convening the meetings of secured and unsecured creditors of the Applicant Company No. 9 was filed before this Tribunal vide Company Application No. CA (CAA) No. 32/Chd/Hry/2019 and based on such joint application moved under Sections 230-232 of the Companies Act, 2013, (for brevity, the 'Act') necessary directions were issued on 11.12.2019 for convening the meetings of the secured and unsecured cre....
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....fixed herein may be filed, failing which it will be considered that there is no objection to the approval of the Scheme on the part of the authorities by this Tribunal and subject to other conditions being satisfied as may be applicable under the Companies Act, 2013 and relevant rules framed thereunder. In addition to the above public notice, each of the Petitioner shall serve the notice of the petition on the following Authorities namely, (a) the Central Government through the office of the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi (b) the Registrar of Companies, NCT of Delhi & Haryana (c) the Official Liquidator, (d) Income Tax Department through the Nodal Officer-Principal Chief Commissioner of Income Tax, NWR, Aaykar Bhawan, Sector 17-E, Chandigarh, by mentioning the PAN of the Companies along with copy of this Petition by Speed Post and to such other Sectoral Regulator(s) who may govern the working of the respective companies involved in the 'Scheme'. The petitioner-companies are directed to file specific affidavits of the authorized representative to the effect that there is no other sectoral regulator(s) governing the business o....
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....f the addresses as mentioned in the notice of hearing. 11. We have heard the Learned Senior Counsel for the Petitioner Companies, Regional Director (Northern Region), Registrar of Companies, Official Liquidator and Income Tax Department and perused the records. 12. As per the Scheme, the appointed date means April 1, 2019 or such other date as may be fixed or approved by this Tribunal. 13. Dr. Raj Singh, The Regional Director (RD), Northern Region, has filed report vide Diary No. 00308/2 dated 20.08.2020. The Regional Director has mainly reiterated the contents of this petition in its report. It is also submitted that as per the report of Registrar of Companies (RoC), the Petitioner Companies have filed their Annual Returns and Balance Sheet up to 2018-19. It is further submitted that no prosecution has been filed and no inspection or investigation or inquiry has been conducted in respect of the petitioner companies. 14. The Registrar of Companies (RoC) has also filed report vide Diary No. 00308/2 dated 20.08.2020. It is reported that on the basis of the Scheme of Amalgamation along with the annexures as provided, records maintained, documents filed by the concerned Company fro....
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....ming into effect of the Scheme, all legal proceedings of whatsoever nature by or pending and/or arising at the Appointed Date and relating to Transferor Companies or its properties, assets, debts, liabilities, duties and obligations, shall be continued and/or enforced until the Effective Date and from the Effective Date shall be continued and enforced by or against the Transferee Company in the same manner and to the same extent as would or might have been continued and enforced in by or against the Transferee Company in the same manner as would or might have been continued and enforced by or against Transferor Companies. 20. The Learned Senior Counsel submitted that the valuation report of Mr. Amrish Garg, Registered Valuer, Securities & Financial Assets registered with the Insolvency and Bankruptcy Board of India (IBBI), has also been annexed as Annexure A.37. The following Share Exchange Ratio has been proposed in the aforesaid report: "a. For merger of Mahadev into Aakarshan: 0.0042 equity shares of INR 10/- each (face value per share) of the Transferee Company to be issued for every 10 equity shares of INR 10/- each (face value per share) of Mahadev. b. For merger of Soft....
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....ested in the Transferee Company. Notwithstanding the above, if there is any deficiency found, or violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the petitioners as well as the petitioners THIS TRIBUNAL DOES FURTHER ORDER: i) That all the properties, rights and powers of the Transferor Companies No. 1 to 9 be transferred, without further act or deed, to the Transferee Company and accordingly, the same shall pursuant to sections 230 to 232 of the Companies Act, 2013, be transferred to and vested in the Transferee Company for all the estate and interest of the Transferor Companies No. 1 to 9 but subject nevertheless to all charges now affecting the same; and ii) That all the liabilities and duties of the Transferor Companies No. 1 to 9 be transferred, without further act or deed, to the Transferee Company and accordingly the same shall pursuant to Sections 230 to 232 of the Companies Act, 2013, be transferred to and become the liabilities and duties of the Transferee Company; and iii)....