Back
1
CA (CAA) No. 17/Chd/Hry/2021
NATIONAL COMPANY LAW TRIBUNAL
CHANDIGARH BENCH, CHANDIGARH
(through web-based video conferencing platform)
CA (CAA) No. 17/Chd/Hry/2021
Under Sections 230 to 232 of the
Companies Act, 2013
IN THE MATTER OF SCHEME OF AMALGAMATION AMONGST:
SYALI BUILDCON PRIVATE LIMITED
with its registered office at:
281, Udyog Vihar Phase-2,
Gurugram, Haryana-122015
…Transferor Company 1 / Applicant Company-1
And
UNICON BUILDCON PRIVATE LIMITED
with its registered office at:
281, Udyog Vihar Phase-2
Gurugram, Haryana-122015
…Transferor Company 2 / Applicant Company-2
And
DYNASTY BUILDCON PRIVATE LIMITED
with its registered office at:
281, Udyog Vihar Phase-2
Gurugram, Haryana-122015
…Transferor Company 3 / Applicant Company-3
And
WELLGROW BUILDCON PRIVATE LIMITED
with its registered office at:
281, Udyog Vihar Phase-2
Gurugram, Haryana-122015
… Transferee Company / Applicant Company-4
Order delivered on 04.08.2021
Coram:
HON’BLE MR. AJAY KUMAR VATSAVAYI, MEMBER (JUDICIAL)
HON’BLE MR. RAGHU NAYYAR, MEMBER (TECHNICAL)
2
CA (CAA) No. 17/Chd/Hry/2021
Present through Video Conferencing:
For the Applicants:
Mr. Rabindra Kumar Satapathy, PCS
Per: Mr. Ajay Kumar Vatsavayi, Member (Judicial)
ORDER
This is a Joint First Motion application filed by the
Applicant Companies herein, namely of
Syali Buildcon Private Limited
(Applicant Company–1/Transferor Company 1), Unicon Buildcon Private
Limited (Applicant Company–2/Transferor Company 2), Dynasty Buildcon
Private Limited (Applicant Company–3/Transferor Company 3) and
Wellgrow Buildcon Private Limited (Applicant Company–4/Transferee
Company) (jointly described as ‘Applicant Companies’) under Sections
230 to 232
of
the
Companies
Act,
2013
and
other
applicable
provisions of the Companies Act, 2013 (for brevity, the ‘Act’) read with
the
Companies (Compromises, Arrangements and Amalgamations)
Rules, 2016 (for brevity, the ‘Rules’) for sanctioning of the proposed
Scheme of Amalgamation (for
short,
the
‘Scheme’). The Scheme
proposed in the Application is at Annexure A.1. The joint application is
maintainable in terms of Rule 3(2) of the Rules.
2.
The Board of Directors of all the Applicant Companies
have unanimously approved the “Scheme” (Annexure – A.1) vide their
respective Board Resolutions all dated November 25, 2019 subject to
sanctioning of the same by this Tribunal, at Annexure – A.4, A.9 and A.14
of the application respectively.
3.
As per the Memorandum and Articles of Association
(Annexure- A.2), the main objects of Applicant Company-1 are as under:
3
CA (CAA) No. 17/Chd/Hry/2021
“1.
To promote, buy, sell, or acquire in India or abroad, whether on
own account or in association with others or for and on behalf
of others, by purchase, lease, exchange, hire or construct,
reconstruct, alter, maintain, pull down, improve, decorate,
renovate, develop or otherwise any land(s), Buildings,
pasture(s), waste lands, roads, farm houses, buildings and to
construct apartments, warehouses, cold storages Buildings,
shops, offices, mills and factory's buildings, cinema's houses,
industrial-sheds, hospitals and nursing home's buildings,
dams, canals, reservoirs, bridges, hydel projects, power
houses, tunnels, culverts, channels, sewage, hereditaments
and such other immovable property of any kind or any privilege,
license, easement or any interest in the same and to construct,
consolidate, connect, sub-divide and develop the same.
2.
To construct, execute, carry out and improve civil and
construction work, in India and in any part of the world for
railways, tramways, airways, docks, harbors, piers, wharves,
canals, reservoirs, embankments, irrigations, reclamation,
improvement, sewage, drainage, sanitary, water, gas, electric
light, and to carry on the business of builders, civil contractors,
civil engineers, architects, surveyors, estimators and designers
in all their respective branches.
It was stated that as per the Certificate of Incorporation of Applicant
Company-1 (Annexure- A.2),
