6.This petition was listed for hearing on 30.05.2017 and notice of hearing was directed to be published in Indian Express (English) Chandigarh Edition and Jagbani (Punjabi) the newspapers in which the notice was originally published at the first motion stage. It was directed that notice be published at least 10 days before the date fixed. Notice was also directed to be issued to the Official Liquidator. The Registry had reported on 29.05.2017 that no objections were received from any quarter in this Tribunal, to the sanction of the proposed Scheme.

7.Mr. Lakhvir Singh, authorized representative of all the companies also furnished his affidavit of compliance dated 18.05.2017 by attaching copies of the newspaper publications dated 09.052017. Copy of the notice sent to the Official Liquidator (Anenxure-2) was also attached. Learned counsel for petitioners also referred to two other affidavits dated 10.07.2017 of the authorized representative of the petitioner-companies. In one affidavit, it is stated that apart from the statutory authorities to whom notices were issued at the second motion petition, there is no other regulatory authority of the petitioner companies. In the other affidavit it is stated that the petitioner-companies have not received any objections or representations from any shareholder, creditor or from any other person or even from any statutory authority except receiving the reports of the Regional Director, Northern Region. Ministry of Corporate Affairs and the Official Liquidator.

8.I have heard learned counsel for petitioners, Official Liquidator for himself and on Behalf of the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi and perused the record quite carefully.

9.In this petition details of the dates of incorporation in respect of all the companies, their authorized and paid up capital have been stated and this was also discussed in the order dated 17.02.2017 when the first motion petition was disposed of. The mam objects of these companies was also described in the said order as per the version of the petitioners. With the first motion petition, copy of audited Balance Sheets of each of these companies for the year ending 31.03.2016 and the supplementary account statements up to 30.09.2016 were also attached. It is submitted that both the Transferor-compares are profit making companies as admitted by the Official Liquidator representing the statutory authorities.

10.The Appointed Date as per the Scheme (Annexure P-12) is 01.04.2016. The rationale behind the Scheme is described as under:

a. The Transferor Company No. 1 and Transferor Company No. 2 are engaged in the business of travel agents, tour operators, bus operator, transporter and other related activities.

b. The Transferee Company is engaged in the business of running and maintaining the hotels, resorts, motels and other related activities including travel agents, tour operators, bus operators, transporters.

c. As transportation is one of the significant business segment of Transferee Company which is simitar to the business of both the transferor companies, hence it is considered appropriate to merge both Transferor Companies in Transferee Company. The aforesaid amalgamation will enable appropriate consolidation and integration of the operations and activities of all the companies and enable the merged entity to offer a comprehensive package of all activities relating to business. The proposed merger will enable the merged entity to run and manage business activities more competitively and effectively with the combined infrastructures, credentials, experience and track record of all Companies the business of the amalgamated entity will be continuing to run more efficiently and economically as a result of pooling of resources and their effective utilization. This will also result in substantial reduction in costs. As such the amalgamation of the both Transferor Companies with the Transferee Company will also result in the formation of a larger, more profitable and broad based company having greater capacity to raise and access funds for growth and expansion of its business, marketing and selling its services. The amalgamation wilt enable greater realization of the potential of the business of the both Transferor Companies end the Transferee Company in the merged entity and will have beneficial results for the said Companies, their shareholders and all Other stakeholders.

11.It is further provided in the Scheme that any suit, actions and proceedings of whatever nature by or against the Transferor Companies pending as on effective date shall be continued and enforced by or against the Transferee Company in the same manner and to the same extent as the same would or might have continued against the Transferor Companies in the absence of the Scheme. The Scheme also takes care of the welfare of the employees and it is stated as under:

(i) All the employees of the Transferor Company No. 1 and Transferor Company No. 2 in service on the Effective Date shall become the employees of the Transferee Company on the same terms end conditions on which they are engaged by the Transferor Company No. 1 and Transferor Company No. 2 without treating it as a break, discontinuance or interruption in service on the said date.

(ii) Accordingly, the services of such employees for the purpose of Provident Fund or Gratuity or Superannuation or other statutory purposes and for all purposes will be reckoned from the date of their respective appointments with the Transferor Company No. 1 and Transferor Company No. 2.

(iii) it is expressly provided that the Provident Fund or Gratuity Fund or Superannuation or other fund created for the benefit of the employees of the Transferor Company No. 1 and Transferor Company No. 2 shall be continued by the Transferee Company and the Transferee Company shall stand substituted for the Transferor Company No. 1 and Transferor Company No. 2 for all purposes whatsoever, including in relation to the obligation to make contributions to the said Fund or Funds in accordance with the provisions thereof to the end and intent that all rights duties, powers and obligations of the Transferor Company No. 1 and Transferor Company No. 2 in relation to such Fund or Funds shall become those of the Transferee Company

12.Further, the Scheme also deals in the manner of allotment of equity shares of the Transferee Company in favour of all the shareholders of the Transferor Companies as per the valuation reports already annexed with the first motion petition.

13.It is stated that under the directions of this Tribunal, the meetings were called and convened on 28.03.2017 and 29.03.2017 and the Scheme was approved by 100% voting casted in favour of the Scheme by those present for which the reference is also made in the report dated 04.04.2017 of the Chairperson.

14.In his report dated 29.05.2017 the Official Liquidator has not raised any objections to the proposed Scheme. Similarly, Mr. Mahesh Kumar, Regional Director. Northern Region, Ministry of Corporate Affairs by way of his affidavit dated 25.05.2017 has also stated that in view of the report of the Registrar of Companies, there is no objection to the proposed Scheme, however, the company may be directed to comply with the provisions of the Companies Act, 2013 and to file relevant forms with Registrar of Companies. Further, it is stated that the companies may be directed to give an undertaking to pay the stamp duty as may be applicable consequent upon the transfer of assets due to the amalgamation/demerger.

15.The Regional Director, Northern Region, Ministry of Corporate Affairs has also stated that the Registrar of Companies has not made any adverse observations and accordingly not objected to the Scheme. It is further stated that there is no foreign/non-residence interest in any of these companies.

16.There is also a certificate (Annexure P-13) by the Auditor of the companies that the accounting treatment proposed in the Scheme of Amalgamation is in conformity with the Accounting Standards prescribed under section 133 of the Companies Act, 2013 in order to comply with the requirements of proviso of sub-section 7 of section 230 and proviso of sub-section 3 of section 232 of the Companies Act, 2013.

17.It has also been stated that no investigation or proceedings under the Companies Act, 2013 or the Companies Act, 1956 are pending against any of the petitioner companies. The statements of these companies is contained in Para 213, 3.12 and 4.14 respectively in respect of the petitioner-companies. The Transferee Company is stated to be a closely held company.

18.In view of the above, there is no impediment in the sanction of the Scheme. The Scheme (Annexure P-12) is approved. While approving the Scheme, it is clarified that this order should not be construed as an order in any way granting exemption from payment of any stamp duty, taxes or any other charges, if any, and payment in accordance with law or in respect of any permission/compliance with any other requirement which may be specifically required under any law. With the sanction of the Scheme, the Transferor Companies i.e. Petitioner No. 1 and Petitioner No. 2 shall stand dissolved without undergoing the process of winding up and it will also result in increase in the paid up and authorized capital of Transferee Company i.e. Petitioner No. 3. It would be noticed that Petitioner No. 1-Transferor Company No. 1 holds the shares in Transferor Company No. 2 and also in the Transferee Company Since Transferor Company would be wound up without being dissolved the shares held by it in Transferor Company No. 2 and Transferee Company shall stand cancelled. The consequent increase in the share capital of Transferee Company shall be keeping in view the aforesaid cancellation of shares of Transferor Company No. 1.

AND THIS TRIBUNAL DO FURTHER ORDER

1. That all the property, rights and powers of the Transferor Companies No. 1 & 2 be transferred, without further act or deed, to the Transferee Company and accordingly, the same shall pursuant to sections 230 to 232 of the Companies Act, 2013, be transferred to and vested in the Transferee Company for all the estate and Interest of the Transferor Companies No. 1 & 2 but subject nevertheless to all charges now affecting the same; and

2. That all the liabilities and duties of the Transferor Companies No. 1 & 2 be transferred, without further act or deed, to the Transferee Company and accordingly the same shall pursuant to sections 230 to 232 of the Companies Act, 2013, be transferred to and become the liabilities and duties of the Transferee Company; and

3. That all the proceedings now pending by or against the Transferor Companies No. 1 & 2 be continued by or against the Transferee Company, and

4. That all the employees of the Transferor Company No. 1 and Transferor Company No. 2 shall be transferred to the Transferee Company in terms of the Scheme, and

5. That the shares held by Transferor Company No. 1 in Transferor Company No. 2 and the Transferee Company shall stand cancelled and there shall be corresponding increase in the share capital and authorized shareholding by the aggregate of share capital of Transferor Company No. 1 and Transferor Company No. 2 after taking into account the cancellation of the shares of Transferor Company No. 1; and

6. That the Transferee Company do, without further application, allot to the existing members of the Transferor Companies No. 1 & 2 shares of Transferee Company to which they are entitled under the said Scheme of Arrangement; and

7. That the fee, if any, paid by the Transferor Company No. 1 and Transferor Company No. 2 on its authorized capital shall be set off against any fees payable by the Transferee Company on its authorized capital subsequent to the sanction of the Scheme; and

8. That the Petitioner Companies for within 30 days after the date of receipt of this order, cause a certified copy of this order to be delivered to the Registrar of Companies for registration and on such certified copy being so delivered, the Transferor Companies (Petitioner No. 1 and 2) shall be dissolved without undergoing the process of winding up. The concerned Registrar of Companies shall place all documents relating to these Transferor Companies registered with him on the file relating to the Transferee Company and files relating to the said Transferor, Transferee Companies shall be consolidated accordingly, as the case may be; and

9. That the Transferee Company shall deposit an amount of Rs. 1,00,000/- (Rupees one lakh) with the Official Liquidator within a period of five weeks from the date of receipt of certified copy of this order.

10. That any person interested shall be at liberty to apply in the Tribunal in the above matter for any directions that may be necessary.

20.Formal orders be issued on the petitioners on filing of the Schedule of Property i.e. (i) freehold property of the Transferor-Company, and (ii) leasehold property of the Transferor-Company as per Form No. CAA-7 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.