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2024 Supreme(Online)(NCLT) 1710
NATIONAL COMPANY LAW TRIBUNAL
Manni Sankariah Shanmuga Sundaram, Member (Judicial), Dr. Sanjeev Ranjan, Member (Technical)
Shooniya Traders Private Limited – Appellant
Versus
Iceglory Communications Private Limited – Respondent
Scheme of Arrangement
For the Applicant: Mr. Ashutosh Gupta, Mr. Gaurav Rana, Mr. Ajitesh Kumar
For the RD: Ms. Niharika Tanwar
For the OL: Ms. Hemlata Rawat
The Tribunal sanctioned a proposed scheme of amalgamation for multiple companies, emphasizing compliance with statutory requirements and the benefits of reduced overheads and enhanced efficiency.
Headnote:(A) Companies Act, 2013 - Sections 230 to 232 - Proposed scheme of amalgamation - Jointly filed petition by seven companies for sanctioning their amalgamation scheme under the Companies Act, outlining benefits such as reduction of expenditures and better management - Tribunal found no objections raised by regulatory bodies, thus granting sanction. (Paras 24 and 28)
(B) Jurisdiction - Tribunal confirms the territorial jurisdiction based on the registered offices of the companies involved. (Paras 2-8)
(C) Compliance - It is determined that all statutory requirements must be adhered to post-sanction; liabilities and contracts will pass to the Transferee Company without further act. (Paras 25)
Facts of the case:
The petition involves multiple companies seeking to merge under one entity, with statutory compliance ensured through filed affidavits and responses to observations from regulatory bodies.
Findings of Court:
Sanction is granted for the scheme of amalgamation, confirming that all legal and statutory measures as prescribed in the Companies Act have been adhered to, protecting the interests of stakeholders.
Issues: The main concern addressed was the compliance with regulations, lack of objections from involved parties, and the benefits of the proposed scheme.
Ratio Decidendi: The Tribunal emphasized that it would not interfere with the commercial decisions of shareholders and confirmed that sanctioning the scheme would benefit all stakeholders.
Result: Sanction is hereby granted to the Scheme under Section 230 to 232 of the Companies Act, 2013.
| Table of Content |
|---|
| 1. joint petition for amalgamation details (Para 1 , 2 , 3 , 4 , 5 , 6 , 7 , 8) |
| 2. benefits and statutory compliance of amalgamation (Para 9 , 19 , 21) |
| 3. no objections raised by regulatory bodies (Para 12 , 15 , 18 , 20) |
| 4. approval of scheme of amalgamation (Para 23) |
| 5. sanction granted to amalgamation scheme (Para 24 , 28) |
ORDER
PER: MANNI SANKARIAH SHANMUGA SUNDARAM, MEMBER (JUDICIAL)
1. This second motion petition has been jointly filed by the petitioner companies herein namely M/s Shooniya Traders Private Limited (Petitioner Company No. 1/Transferor Company No. 1), M/s Devote Builders & Developers Private Limited (Petitioner Company No. 2/Transferor Company No. 2), M/s Kosher Realhome Private Limited (Petitioner Company No. 3/Transferor Company No. 3), M/s Surendra Associates Private Limited (Petitioner Company No. 4/Transferor Company No. 4), M/s Asamanya Infrastructures Private Limited (Petitioner Company No. 5/Transferor Company No. 5), M/s Marvelous Furniture Private Limited (Petitioner Company No. 6/Transferor Company No. 6) and M/s Iceglory Communications Private Limited (Petitioner Company No. 7/Transferee Company) under section 230-232 of the Companies Act , 2013, read with the Companies (Compromises, Arrangements, Amalgamations) Rules, 2016, (“Rules”) and the National Company Law Tribunal Rules, 2016, for the purpose of the sanction of the proposed Scheme of Arrangement by way of Amalgamation of the Transferor Company No. 1 to 6 with Transferee Company. The copy of the Scheme of Arrangement (hereinafter referred as the (“Scheme”), has been placed on record.
2. The Petitioner Company No. 1/Transferor Company No. 1 i.e., M/s Shooniya Traders Private Limited was incorporated under the provisions of Companies Act , 1956 on 12.02.2008 vide CIN: U17100DL2008PTC173945 having its registered office at Office No. 301, Plot No. 02, Vardhman Master Plaza, D.D.A., LSC, Ghazipur, Delhi East-110096. Thus, this Tribunal is having territorial jurisdiction. The Authorized Share Capital of the Transferor Company No. 1 is Rs. 15,00,000/- divided into 1,50,000 Equity Shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital is Rs. 10,05,000/- divided into 1,00,500 Equity Shares of Rs. 10/- each.
3. The Petitioner Company No. 2/Transferor Company No. 2 i.e., M/s Devote Builders & Developers Private Limited was incorporated under the provisions of Companies Act , 1956 on 27.11.2013 vide CIN: U45201DL2013PTC261185 having its registered office at Office No. 301, Plot No. 02, Vardhman Master Plaza, D.D.A., LSC, Ghazipur, Delhi East-110096. Thus, this Tribunal is having territorial jurisdiction. The Authorized Share Capital of the Transferor Company No. 2 is Rs. 1,00,000/- divided into 10,000 Equity Shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital is Rs. 1,00,000/- divided into 10,000 Equity Shares of Rs. 10/- each.
4. The Petitioner Company No. 3/Transferor Company No. 3 i.e., M/s Kosher Realhome Private Limited was incorporated under the provisions of Companies Act , 1956 on 03.12.2013 vide CIN: U45201DL2013PTC261516 having its registered office at Office No. 301, Plot No. 02, Vardhman Master Plaza, D.D.A., LSC, Ghazipur, Delhi East-110096. Thus, this Tribunal is having territorial jurisdiction. The Authorized Share Capital of the Transferor Company No. 3 is Rs. 1,00,000/- divided into 10,000 Equity Shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 1,00,000/- divided into 10,000 Equity Shares of Rs. 10/- each.
5. The Petitioner Company No. 4/Transferor Company No. 4 i.e., M/s Surendra Associates Private Limited was incorporated under the provisions of Companies Act , 1956 on 11.10.2011 vide CIN: U70100DL2011PTC226066 having its registered office at Office No. 301, Plot No. 02, Vardhman Master Plaza, D.D.A., LSC, Ghazipur, Delhi East-110096. Thus, this Tribunal is having territorial jurisdiction. The Authorized Share Capital of the Transferor
