ORDER

1. This joint petition has been filed by the Petitioner Companies under Section 230 read with Section 232 and other applicable provisions of the Companies Act, 2013 (for brevity 'the Act') seeking sanction of the scheme of amalgamation (hereinafter called the “Scheme”) of the Nakoda Cotton Industries Private Limited (for brevity referred as “Transferor Company”) with MGN Agro Properties Private Limited (for brevity referred as “Transferee Company”) with effect from the 01/04/2022 being the Appointed Date as mentioned in the Scheme.

2. From the records, it is seen that the first motion application seeking directions for dispensation of the meeting of the equity shareholders, preference shareholders, secured and unsecured creditors of both the Petitioner Companies was allowed vide order dated 22.12.2022.

3. The 2^nd motion joint petition was filed on 25.01.2023 and during the hearing on 07.02.2023, the Learned Counsel for the Petitioner Companies made an oral prayer that delay in filing second motion application be condoned. Considering the submissions, this Tribunal condoned the delay in filing the petition and admitted the petition directing issue of notices to the concerned statutory authorities and also directing publication in the newspapers ‘Financial Express’ in English, Ahmedabad Edition and ‘Kutch Mitra’ in Gujarati, Gujarat Daily Edition. The Petitioner Companies have filed respective compliance affidavits.

4. The Regional Director, North Western Region, MCA has filed common report on 29.03.2023, along with the report of RoC, Ahmedabad. They have sought following directions:

i) As per the clause 2 (c) of the Report the scheme does not contain any provision for merging of authorized share capital of Transferor Company with authorized share capital of Transferee Company. The authorized share capital of the Transferor Company will not be added in the authorized share capital of the Transferee Company. The Tribunal may direct the Petitioner Company to place on record all the relevant facts of the matter.

ii) As per the clause 2(e), the Petitioner Company undertake compliance of the accounting treatment according to Pooling of interest method and to place on record all the relevant facts of the matter.

iii) As per the index of charges available under the MCA’s website, there are 02 open secured charges in favor of 02 secured charge holders. The details of aforesaid open charges IDs are as under:

Under the above circumstances, the Tribunal may direct the Transferee Company to place the fact on record and issue suitable directions as deemed fit and proper.

iv) The Transferee Company to undertake the compliance of section 232(3)(i) of the Companies Act, 2013 and to pay fees accordingly.

v) The Transferor Company to preserve its books of accounts, papers and records and shall not dispose of without prior permission of the Central Govt. as per the provision of the section 239 of the Companies Act, 2013.

vi) The Petitioner Companies to pay legal fees/cost to the central government.

vii) The Transferor Company to ensure statutory compliance of all applicable laws and also on sanctioning of the scheme, the Transferor Company shall not be absolved from any of its statutory liability, in any manner.

viii) The Petitioner Companies to pay necessary stamp duty on the transfer of property/assets to the respective authorities before implementation of the scheme.

5. The Official Liquidator, attached with the Hon’ble High Court of Gujarat has filed observations on 28.02.2023, seeking directions as follows:

i) The Petitioner Companies to place on records the status of the Authorized Share Capital of the Transferor Company and amendement in Clause V of the Transferee Company upon Scheme of Amalgamation coming into for