Back
2023 Supreme(Online)(NCLT) 131
In the matter of the Companies Act, 2013 (18 of
2013) AND In the matter of Sections 230 to 232 other applicable provisions of the Companies Act, 2013 and Rules framed there under as in force from time to time; read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016;
AND In the matter of Composite Scheme of Merger between AGAFIYA TRADING PRIVATE LIMITED, (First Transferor Company)
and AMORA REALTORS PRIVATE LIMITED, (Second Transferor Company)
and INDOBOND PACKAGING PRIVATE LIMITED, (Third Transferor Company)
and METICULOUS REALTORS PRIVATE LIMITED, (Fourth Transferor Company)
and MYOWN HOMES PRIVATE LIMITED, (Fifth Transferor Company)
And ENVIGREEN REALTORS PRIVATE LIMITED, (Sixth Transferor Company)
and TASK REALTORS PRIVATE LIMITED, (Seventh Transferor Company)
and VELOCITY REALTORS PRIVATE LIMITED, (Eighth Transferor Company)
and VERDANA TRADING PRIVATE LIMITED, (Ninth Transferor Company)
and YARDSTICK PROPERTIES PRIVATE LIMITED, (Tenth Transferor Company)
With OMKAR REALTORS SPACE DEVELOPMENT PRIVATE LIMITED, (Transferee Company)
And their respective shareholders.
AGAFIYA TRADING PRIVATE ) LIMITED, a company incorporated ) under the Companies Act, 1956 and ) having its Registered Office situated at ) Omkar House, Off Eastern Express )
Highway Opp. Sion Chunnabhatti )
Signal, Sion East, Mumbai – 400022 ) …Applicant Company [CIN: U51101MH2011PTC216875] No.1 AMORA REALTORS PRIVATE ) LIMITED, a company incorporated ) under the Companies Act, 1956 and ) having its Registered Office situated at ) Omkar House, Off Eastern Express ) Highway Opp. Sion Chunnabhatti )
Signal, Sion East, Mumbai – 400022 ) …Applicant Company [CIN: U70109MH2014PTC259542] No.2 INDOBOND PACKAGING ) PRIVATE LIMITED, a company ) incorporated under the Companies Act, ) 1956 and having its Registered Office ) situated at Omkar House, Off Eastern ) Express Highway Opp. Sion ) Chunnabhatti Signal, Sion East, )
Mumbai – 400022 ) …Applicant Company [CIN: U25209MH2015PTC263646] No.3 METICULOUS REALTORS )
PRIVATE LIMITED, a company ) incorporated under the Companies Act, ) 1956 and having its Registered Office ) situated at Omkar House, Off Eastern ) Express Highway Opp. Sion ) Chunnabhatti Signal, Sion East, )
Mumbai – 400022 ) …Applicant Company [CIN: U70103MH2008PTC180139] No.4 MYOWN HOMES PRIVATE ) LIMITED, a company incorporated ) under the Companies Act, 1956 and ) having its Registered Office situated at ) Omkar House, Off Eastern Express ) Highway Opp. Sion Chunnabhatti )
Signal, Sion East, Mumbai – 400022 ) …Applicant Company [CIN: U45200MH2008PTC183814] No.5 ENVIGREEN REALTORS PRIVATE ) LIMITED, a company incorporated ) under the Companies Act, 1956 and ) having its Registered Office situated at ) Omkar House, Off Eastern Express )
Highway Opp. Sion Chunnabhatti ) Signal, Sion East, Mumbai – 400022 )
[CIN: U70102MH2014PTC251881] ) …Applicant Company No.6 TASK REALTORS PRIVATE ) LIMITED, a company incorporated ) under the Companies Act, 1956 and ) having its Registered Office situated at ) Omkar House, Off Eastern Express ) Highway Opp. Sion Chunnabhatti )
Signal, Sion East, Mumbai – 400022 ) …Applicant Company [CIN: U70102MH2009PTC197526] No.7 VELOCITY REALTORS PRIVATE ) LIMITED, a company incorporated ) under the Companies Act, 1956 and ) having its Registered Office situated at ) Omkar House, Off Eastern Express ) Highway Opp. Sion Chunnabhatti ) Signal, Sion East, Mumbai – 400022 )
[CIN: U70102MH2009PTC197505] ) …Applicant Company No.8 VERDANA TRADING PRIVATE ) LIMITED, a company incorporated ) under the Companies Act, 1956 and ) having its Registered Office situated at ) Omkar House, Off Eastern Express ) Highway Opp. Sion Chunnabhatti ) Signal, Sion East, Mumbai – 400022 )
[CIN: U52500MH2019PTC322871] ) …Applicant Company No.9 YARDSTICK PROPERTIES ) PRIVATE LIMITED, a company ) incorporated under the Companies Act, ) 1956 and having its Registered Office ) situated at Omkar House, Off Eastern ) Express Highway Opp. Sion ) Chunnabhatti Signal, Sion East, )
Mumbai – 400022 ) …Applicant Company [CIN: U45400MH2007PTC176559] No.10 OMKAR REALTORS SPACE ) DEVELOPMENT PRIVATE ) LIMITED, a company incorporated )
under the Companies Act, 1956 and ) having its Registered Office situated at ) Omkar House, Off Eastern Express ) Highway Opp. Sion Chunnabhatti )
Signal, Sion East, Mumbai – 400022 ) …Applicant Company [CIN: U70103MH2017PTC295542] No.11 Order delivered on: 06.01.2023 Coram:
Hon’ble Member (Judicial) : Justice P. N. Deshmukh (Retd.)
Hon’ble Member (Technical) : Mr. Shyam Babu Gautam Appearances:
For the Applicants : Mr. Rajesh Shah, Advocate
For the Petitioner:RAJESH SHAH CO
ORDER
Per: Shyam Babu Gautam, Member (Technical)
1. The Bench is convened by videoconference.
2. Learned Counsel for the Applicant Companies states that the present Scheme is a Composite Scheme of Merger between Agafiya Trading Private Limited (First Transferor Company) and Amora Realtors Private Limited (Second Transferor Company) and Indobond Packaging Private Limited (Third Transferor Company) and Meticulous Realtors Private Limited (Fourth Transferor Company) and Myown Homes Private Limited (Fifth Transferor Company) and Envigreen Realtors Private Limited (Sixth Transferor Company) and Task Realtors Private Limited (Seventh Transferor Company) and Velocity Realtors Private Limited (Eighth Transferor Company) and Verdana Trading Private Limited (Ninth Transferor Company) and Yardstick Properties Private Limited (Tenth Transferor Company) and Omkar Realtors Space Development Private Limited (Transferee Company) and their respective shareholders under sections 230 to 232 of the Companies Act, 2013 (“Scheme”).
3. Learned Counsel for the Applicant Companies states that the Board of Directors of the Applicant Companies in their respective meetings conducted on 18th March 2022 have approved the Scheme. The Appointed Date fixed under the Scheme is 01st January 2022.
4. The rationale for the proposed Scheme is as under:
(a) Streamlining, rationalizing and simplification of the group holding structure by way of reduction in number of entities, resulting in ease of management of Transferee Company.
(b) Leverage combined assets and build a stronger sustainable business by enabling optimal utilization of existing resources and provide an opportunity to fully leverage assets, capabilities, experience and infrastructure of the Transferor Companies.
(c) Reduction in overheads including administrative, managerial overlaps and other expenditure, and optimal utilization of resources by elimination of duplication of activities and related costs.
(d) Reduction in multiplicity of legal and regulatory compliance at present carried out separately by the Transferor Companies and the Transferee Company and promote organizational efficiencies with achievement of greater economies of scale.
5. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company No. 1 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Composite Scheme of Merger of Agafiya Trading Private Limited and Amora Realtors Private Limited and IndoBond Packaging Private Limited and Meticulous Realtors Private Limited and Myown Homes Private Limited and Envigreen Realtors Private Limited and Task Realtors Private Limited and Velocity Realtors Private Limited and Verdana Trading Private Limited and Yardstick Properties Private Limited with Omkar Realtors Space Development Private Limited and their respective shareholders is dispensed with in view of the consent affidavits given by the (2) two Equity Shareholders of the Applicant Company No. 1, which are annexed as ‘Exhibit Z-1’ to the Company Scheme Application.
6. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company No. 2 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Composite Scheme of Merger of Agafiya Trading Private Limited and Amora Realtors Private Limited and IndoBond Packaging Private Limited and Meticulous Realtors Private Limited and Myown Homes Private Limited and Envigreen Realtors Private Limited and Task Realtors Private Limited and Velocity Realtors Private Limited and Verdana Trading Private Limited and Yardstick Properties Private Limited with Omkar Realtors Space Development Private Limited and their respective shareholders is dispensed with in view of the consent affidavits given by the (2) two Equity Shareholders of the Applicant Company No. 2, which are annexed as ‘Exhibit AA-1’ to the Company Scheme Application.
7. That the convening a
