IN RE Vs. H NYALCHAND REALTY PVT LTD

JUDGEMENT

(1.) These petitions under Sections 230 to 232 of the Companies Act, 2013 have been filed seeking sanction of proposed Composite Scheme of Amalgamation, Arrangement and Demerger between H Nyalchand Realty Private Limited (Amalgamating Company-1) Vastupal Infrastructure Private Limited (Amalgamating Company-2) with Safal Realty Private Limited (Amalgamated Company-1 / Demerged Company/ Amalgamating Company-3) And demerger of project division of Safal Realty Private Limited into Safal Infra-Developers Private Limited (Resulting Company ) and the amalgamation of Safal Realty Private Limited with HN Safal Facilities Management Private Limited (Amalgamated Company-2) and their respective shareholders and creditors ["Scheme" for short].

(2.) The Petitioners of the Joint Company Petition No. CP (CAA) 36/NCLT/AHM/2018, i.e. H Nyalchand Realty Private Limited (Amalgamating Company-1) and Vastupal Infrastructure Private Limited (Amalgamating Company-2) had filed Joint Company Application, being CA (CAA) NO. 145 OF 2017, before this Tribunal, seeking dispensation for convening meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors of the Petitioner Amalgamating Company 1 and 2. This NCLT, vide its order dated 21st November, 2017, dispensed with convening and holding of the meeting of the Equity Shareholders, Secured and Unsecured Creditors of the Petitioner Amalgamating Company 1 and 2.

(3.) This Tribunal directed the Petitioner Amalgamating Company - 1 and 2 to issue statutory notice in Form No. CAA3 to (i) the Central Government through the Regional Director, North Western Region;(ii) the Registrar of Companies, Gujarat; (iii) the Income-tax authorities; (iv) the Official Liquidator, asking them to make representations, if any, within a period of 30 days from the date of receipt of such notice, and in case no representation is received by the Tribunal within the stipulated period of 30 days, it should be presumed that the authorities have no representation to make. The Petitioner Company in compliance of the aforesaid order served the notices to the Statutory Authorities. The Petitioner Amalgamating Company -1 and 2 has also filed proof of service of notice vide affidavit dated 16th December, 2017.