Unanimous consent of shareholders and creditors allows for the dispensation of meetings in a scheme of amalgamation under the Companies Act, promoting efficiency.

ORDER

1. The present application have been filed jointly by the Applicant Companies, namely ASSETZ WHITEFIELD HOMES PRIVATE LIMITED (hereinafter “Transferor Company) and APG LIFESTYLE HOMES PRIVATE LIMITED (hereinafter “Transferee Company”) under sections 230-232 of Companies Act, 2013 , and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the “SCHEME”) proposed by the Applicant Companies. The said Scheme is appended as “Annexure 13” in the application.

2. The Applicant Companies in this Application has sought for the following reliefs;

3. Affidavits in support of the present Application sworn for and on behalf of the Applicant Companies have been filed by authorized signatories, details of which are listed hereunder: -

i) Mr. Ramananda Suhas, on behalf of Transferor Company as authorized signatory.

ii) Mr. Sanjay Sudhakar Torgal, on behalf of Transferee Company as authorized signatory.

However, Assetz Whitefield Homes Private Limited and APG Lifestyle Homes Private Limited have altered their provisions of its Memorandum of Association with respect to the place of the Registered Office by changing the Registered Office of Assetz Whitefield Homes Private Limited and APG Lifestyle Homes Private Limited from the state of Karnataka to the state of Tamilnadu and a certificate of Registration of Regional Director order for Change of State, from RoC Bangalore to the RoC Chennai was issued on 10.10.2024 and are placed in the application as Annexure 1 and Annexure 6. At present, it is represented that the registered offices of both the Applicant Companies are situated within the territorial jurisdiction of this Tribunal and falling within the purview of Registrar of Companies, Chennai.

4. It is submitted that the Transferor Company is an Private Limited Company, incorporated under the provisions of Companies Act, 1956 on 07.05.2012 with name Assetz Whitefield Homes Private Limited. The Share Capital of the Transferor Company as on 31.03.2024 is as follows:

PARTICULARS AMOUNT IN RS

MAIN OBJECTS OF THE TRANSFEROR COMPANY IN BRIEF

a. To carry all or any of the business of promoters, developers builders of all types of buildings and structures, residential industrial, commercial, layouts by acquisition of land, sites, buildings, and purchase, hold, sale, or lease or otherwise transfer or disposal of land or buildings or building projects in any manner.

b. To carry on all or any of the business of owners, lessors, lessees of service apartments, shopping centres, business centres, industrial and commercial complex, special economic zones, parks, stadium, auditorium, roads, highway bridges, dams, industrial and other infrastructure projects and centres for sports, health, amusement, arts culture, entertainment and/ or pleasure and supplier of various services required for the above.

Detailed objects of the Transferor Company has been placed as Annexure 2 of typeset of this application.

5. It is submitted that the Transferee Company is an Private Limited Company, incorporated under the provisions of the Companies Act, 2013 on 20.12.2017 with name APG Lifestyle Homes Private Limited. The Share Capital of the Transferee Company as on 31.03.2024 is as follows: