R.P. Nagrath, Member - (1.) This is the Second Motion Petition for sanction of the 'Scheme of Amalgamation' (for brevity the 'Scheme') of RMZ Infratech Private Limited (Transferor/ Petitioner Company No.1) hereinafter called the Petitioner Company No.1 and Vital Construction Private Limited (Transferor/ Petitioner Company No.2) (hereinafter called the Petitioner Company No.2 and collectively referred to as "Petitioner/Transferor Companies", with RMZ Infotech Private Limited (referred to as "Transferee Company"), their Shareholders and Creditors. The 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. Therefore, the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 (here-in-after referred to as the 'Rules') would now be applicable.
(2.) The registered offices of Petitioner Companies are situated at Gurgaon in the State of Haryana and therefore, the matter falls within the jurisdiction of this Tribunal. The registered office of the 'Transferee Company' is situated at Bangalore in the State of Karnataka and for that Transferee Company had filed separate company petition numbered CAA No.19/BB/2017 connected with TP No. 285/2017 and Company application no 652 of 2016 for approval of the Scheme before the jurisdictional National Company Law Tribunal, Bangalore Bench in Karnataka, for the reasons stated therein. The company petition was initially filed with the Hon'ble High Court of Karnataka at Bangalore and pursuant to the coming into force of the Companies (Transfer of Pending Proceedings) Rules, 2016 it was transferred to the Bangalore Bench of the Tribunal.
(3.) The Petitioner Company No.1 was incorporated on 18.09.2014 with the Registrar of Companies, NCT of Delhi and Haryana vide certificate of incorporation, Annexure P-1 at Page 22 of the paper book. The Memorandum and Articles of Association have also been annexed as Annexure P-1.;