V.P. Singh, Member - (1.) The instant joint Application filed under Sections 230-232 of the Companies Act, 2013 filed by the Petitioner Nos.1 to 12, namely : 1. GANGAUR PROPERTIES PRIVATE LIMITED (Transferor Company) 2. JAMBOODWEEP FINANCE PRIVATE LIMITED (Transferor Company) 3. RAJMANDIR ESTATES PRIVATE LIMITED .. (Transferor Company) 4. DEVESH MANAGEMENT SERVICES PRIVATE LTD (Transferor Company) 5. JUHI GARMENT SUPPLIERS PRIVATE LIMITED (Transferor Company) 6. KAVITA AUTOPART SALES PRIVATE LIMITED (Transferor Company) 7. BHUPATI TRADING PRIVATE LIMITED (Transferor Company) 8. GREEN VALLEY TRADECOM PRIVATE LIMITED (Transferor Company) 9. SAIRAMVINIMAY PRIVATE LIMITED (Transferor Company) 10. MEGASINVINCOM PRIVATE LIMITED .. (Transferor Company) 11. SATYAM FINANCIAL ADVISORY PRIVATE LTD (Transferor Company) 12. ANUMATI CONSULTANCY & SERVI ES PVT.LTD. (Transferee Company) This is a petition under Sections 230-232 of the Companies Act, 2013 praying for sanctioning the Scheme of Amalgamation of the 11 transferor companies namely Gangaur Properties Private Limited, Petitioner No.1 abovementioned, Jamboodweep Finance Private Limited, Petitioner No.2 abovementioned, Rajmandir Estates Private Limited, Petitioner No.3 abovementioned, Devesh Management Services Private Limited, Petitioner No.4 above mentioned, Juhi Garment Suppliers Private Limited, Petitioner No.5 abovementioned, Kavita Autopart Sales Private Limited, Petitioner No.6 abovementioned, Bhupati Trading Private Limited, Petitioner No.7 abovementioned, Green Valley Tradecom Private Limited, Petitioner No.8 abovementioned, Sairam Vinimay Private Limited, Petitioner No.9 abovementioned, Megasin Vincom Private Limited, Petitioner No. 10 abovementioned, Satyam Financial Advisory Private Limited. Petitioner No. 11 abovementioned (hereinafter referred to as "the transferor companies") and Anumati Consultancy & Services Private Limited, Petitioner No. 12 (hereinafter referred to as "the transferee company") attached with the petition being Annexure "A".
(2.) National Company Law Tribunal (NCLT) , Kolkata Bench vide its Order dated 11th September 2017 observed that the equity shareholders of the Transferor Companies and Transferee Company have unanimously approved the resolution favouring scheme of amalgamation. The Regional Director has also filed the report inter alia stating that the proposed scheme of amalgamation is not prejudicial to the interest of members / shareholders and / or public. The Central Government has, therefore, decided that the instant petition scheme need not be opposed. In compliance of Order dated 11.09.2017 of NCLT Kolkata Bench, notice pursuant to Form No.NCLT3A of NCLT Rules 2016 was published in English daily "The Business Standard" and "Pratidin" dated 17th September 2017 and an Affidavit of Service was filed on 26.10.2017. In compliance of NCLT, Kolkata Bench's Order dated 11.09.2017 notices were sent to the Sectoral Authorities i.e. Central Government through Regional Director, Income Tax Department and the Official Liquidator as per requirements of sub-section (5) of section 230 of the Companies Act, 2013. An affidavit of service in this regard has been filed on 12.10.2017. The directions given in the NCLT, Kolkata Bench's Order dated 11.09.2017 have been complied with.
(3.) The Official Liquidator, High Court, Calcutta vide report dated 09.06.2017 has observed that the affairs of the 11 transferor Companies have not been conducted in a manner prejudicial to the interest of their members or public; and (a) That the Transferor Companies have maintained proper books & records as per Section 209 of the Companies Act, 1956 / Section 128 of the Companies Act, 2013. (b) That the Statutory Auditors of the Transferor Companies have not made any adverse comment having impact on amalgamation, in their Audit Reports of preceding five years ended on 31.03.2016. (c) That the affairs of the Transferor Companies were conducted within the ambit of the Companies Act, 2013. (d) That the Transferor Companies have not accepted any public deposits. (e) That the Transferor Companies have not disputed statutory dues in respect of Income Tax, Sales Tax, Central Excise, Custom, Provident Fund, E.S.I, or Gratuity etc . (f) That the interest of Shareholders, Creditors and Employees etc. does not appear to have been hampered or jeopardized through the affairs conducted by the Transferor Companies. (g) ln the circumstances stated above and as appear from the scrutiny, I am of the opinion that the Affairs of the Transferor Companies have not been conducted in a manner prejudicial to the interest of their respective Members or to the public interest. (h) The Transferor Companies had increased its Authorized Capital since its inception and the requisite fees regarding increase in Authorized capital had been duly paid to R.O.C as Master Data of MCA site is showing the same Authorized Share Capital as mentioned in Balance Sheet and other records of the Company. (i) That there is no application for winding up of any of the Transferor Companies which is pending before the Hon'ble High Court / The National Company Law Tribunal. (j) Official Liquidator have obtained all the information or explanations from the Transferor Companies for the purpose of scrutiny of books and records;