R.P. Nagrath, Member - (1.) This is a Second Motion Petition for sanction of the 'Scheme' of amalgamation (for brevity, the 'Scheme') between Lakshya Forum for Competitions Private Limited Transferor-Company (hereinafter called the Petitioner) with Lakshya Educare Private Limited (Transferee-Company), their shareholders and creditors. This petition was received by transfer from the Hon'ble Punjab and Haryana High Court in terms of Rule 3 of the Companies (Transfer of Pending Proceedings) Rules, 2016 which would now be applicable. The registered office of the Petitioner Company is situated at Patiala in the State of Punjab and, therefore, the matter falls within the jurisdiction of this Tribunal. The registered office of the Transferee-Company' is situated in Mumbai in the State of Maharashtra and the Hon'ble High Court of Bombay was pleased to approve the 'Scheme' vide order dated 04.05.2016 (Annexure P-9).
(2.) The Transferor Company was incorporated on 13.08.2010 with Registrar of Companies, Punjab, Chandigarh and Himachal Pradesh in the name and style of Lakshya Forum for Competitions Private Limited.
(3.) It is stated that the Board of Directors of Petitioner Company and the Transferee-Company' approved the proposed 'Scheme' Annexure P-1 vide their respective Board Resolutions dated 01.06.2015. When the matter was listed on 17.04.2017, the learned counsel for the petitioner sought time to file fresh index because of errors at Serial Nos. 8 and 9 of the index and also to file an affidavit clearing the stand with regard to secured loan as mentioned at Page 67 of the Paper Book and to explain the discrepancies with regard to the long term borrowing of Rs. 245 lacs as reflected in paragraph 8 of the petition. The learned counsel also sought to amend the prayer clause relating to direction to the Registrar of Companies, NCT of Delhi and Haryana instead of Punjab. The compliance affidavit along with audited balance sheet of the transferor company, order of the Hon'ble High Court of Bombay and amended petition was filed on 29.05.2017. Copies of the audited balance sheet of the transferor company for the year ending 31.03.2016 is at Annexure P-8.;