Sunteck Realty Ltd - M&A Activity 2024

Sunteck Realty Ltd.

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Date: 14[th] May, 2024

SRL/SE/10/24-25

National Stock Exchange of India Ltd

Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai- 400 051 Symbol: SUNTECK

BSE Limited

Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai – 400 001 Scrip Code: 512179

Dear Sir/ Madam,

Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’)

Re: Update on the Scheme of Amalgamation of 4 (four) wholly owned subsidiaries viz. Skystar Buildcon Private Limited (‘Skystar’), Advaith Infraprojects Private Limited (‘Advaith’), Magnate Industries Private Limited (‘Magnate’) and Shivay Brokers Private Limited (‘Shivay’) with Sunteck Realty Limited and their respective shareholders (‘the Company’) (“the Scheme)

In accordance with Regulation 30 of the SEBI Listing Regulations, we hereby inform you that the Scheme has been approved by the Hon’ble National Company Law Tribunal (‘NCLT’), Mumbai Bench, by an order delivered on 10th May, 2024. The final order was uploaded on the NCLT website today, 14th May, 2024. A copy of the said Order, as downloaded from the website of the NCLT, is sent herewith, for your information.

The certified copy of the order is still awaited. The Scheme will come into effect upon filing of the certified copy of the NCLT order with the Registrar of Companies, Mumbai, Maharashtra.

This is for your information and records.

Thanking You. Yours sincerely, For Sunteck Realty Limited

RACHANA Digitally signed by RACHANA VIPUL VIPUL HINGARAJIA Date: 2024.05.14 HINGARAJIA 18:23:49 +05'30'

Rachana Hingarajia Company Secretary (ACS: 23202)

Encl.: a/a

5[th] Floor, Sunteck Centre, 37-40 Subhash Road, Vile Parle (East), Mumbai 400057. Tel: +91 22 4287 7800 Fax: +91 22 4287 7890 Website: www.sunteckindia.com CIN: L32100MH1981PLC025346 Email Id: [email protected]

IN THE NATIONAL COMPANY LAW TRIBUNAL

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In the matter of the Companies Act, 2013

AND

In the matter of Sections 230 to Section 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016

AND

In the matter of Scheme of Amalgamation of Skystar Buildcon Private Limited (‘Skystar’ or ‘The Transferor Company 1’) and Advaith Infraprojects Private Limited (‘Advaith’ or ‘The Transferor Company 2’) and Magnate Industries Private Limited (‘Magnate’ or ‘The Transferor Company 3’) and Shivay Brokers Private Limited (‘Shivay’ or ‘The Transferor Company 4’) with Sunteck Realty Limited (‘Sunteck’ or ‘The Transferee Company’) and their respective shareholders (‘the Scheme’)

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Details of the Petitioner Companies:

Skystar Buildcon Private Limited , a company incorporated under the Companies Act, 1956 having its registered office at 5[th] Floor, Sunteck Centre, 37 - 40 Subhash Road, Vile Parle (East), Mumbai – 400057. CIN: U70102MH2010PTC198509

… First Petitioner Company

Advaith Infraprojects Private Lim-

Advaith Infraprojects Private Limited , a company incorporated under the Companies Act, 1956 having its registered office at 5[th] Floor, Sunteck Centre, 37 - 40 Subhash Road, Vile Parle (East), Mumbai – 400057. CIN: U45203MH2011PTC223208

… Second Petitioner Company

Magnate Industries Private Lim-

ited , a company incorporated under the Companies Act, 2013 having its registered office at 5[th] Floor, Sunteck Centre, 37 - 40 Subhash Road, Vile Parle (East), Mumbai – 400057. CIN: U46109MH2023PTC403104

… Third Petitioner Company

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Shivay Brokers Private Limited , a ) company incorporated under the ) Companies Act, 2013 having its reg) istered office at 5[th] Floor, Sunteck ) Centre, 37 - 40 Subhash Road, Vile ) Parle (East), Mumbai – 400057. ) CIN: U51909MH2017PTC293065 … Fourth Petitioner Company

Sunteck Realty Limited , a company ) incorporated under the Companies ) Act, 1956 having its registered office ) at 5[th] Floor, Sunteck Centre, 37 - 40 ) Subhash Road, Vile Parle (East), ) Mumbai – 400057. ) CIN: L32100MH1981PLC025346 … Fifth Petitioner Company

(The First Petitioner Company, the Second Petitioner Company, the Third Petitioner Company and the Fourth Petitioner Company are collectively hereinafter referred to as ‘the Transferor Companies’. The Transferor Companies along with the Fifth Petitioner Company are collectively hereinafter referred to as ‘the Petitioner Companies’)

Order delivered on 10[th] May 2024

Coram:

MS. LAKSHMI GURUNG, HON’BLE MEMBER (JUDICIAL) SHRI. CHARANJEET SINGH GULATI, HON’BLE MEMBER (TECHNICAL)

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Appearances:

For the Petitioner Companies : CA Harsh Ruparelia i/b A R C H and Associates,

Chartered Accountants

For the Regional Director : Mr. Gaurav Jaiswal, Authorised Representative on behalf of RD (WR)

Per: CHARANJEET SINGH GULATI, MEMBER (T)

ORDER

Heard the Professional for the Petitioner Companies, the authorized representative of the Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai. No objector has come before the Tribunal to oppose the Petition and nor any party has controverted any averments made in the Petition.
The sanction of this Tribunal is sought under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (‘Act’) and Scheme of Amalgamation of Skystar Buildcon Private Limited (‘Skystar’ or ‘The Transferor Company 1’) and Advaith Infraprojects Private Limited (‘Advaith’ or ‘The Transferor Company 2’) and Magnate Industries Private Limited (‘Magnate’ or ‘The Transferor Company 3’) and Shivay Brokers Private Limited (‘Shivay’ or ‘The Transferor Company 4’) with Sunteck Realty Limited (‘Sunteck’ or ‘The Transferee Company’) and their respective shareholders (‘the Scheme’), pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 read with applicable rules & regulations framed in this regard.
The Professional for the Petitioner Companies submits that the Petitioner Companies are engaged in the following business as listed hereinbelow:

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➢ The First Petitioner Company is engaged in the business of real estate construction/ real estate development and incidental services.
➢ The Second Petitioner Company is engaged in the business of real estate construction/ real estate development and incidental services.
➢ The Third Petitioner Company is engaged in the business of real estate construction/ real estate development and incidental services.
➢ The Fourth Petitioner Company is engaged in the business of real estate construction/ real estate development and incidental services.
➢ The Fifth Petitioner Company is engaged in the business of real estate development of residential and commercial premises.
The Professional for the Petitioner Companies submits that the Scheme of Amalgamation is expected to yield the following benefits:

Rationale for the Scheme:

As a part of the consolidation strategy of Sunteck, it is desired to merge the Transferor Companies with the Transferee Company. The amalgamation would have the following benefits:

➢ Consolidation of businesses;
➢ Simplification of group structure by elimination of multiple entities;
➢ To achieve greater administrative efficiency;
➢ Elimination of multiple record keeping, thus resulting in reduced expenditure and significant reduction in the multiplicity of regulatory compliances; and
➢ To improvise organizational capability and leadership.

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The Petitioner Companies have approved the Scheme by passing Board Resolutions on 26[th] May 2023 and have approached the Tribunal for sanction of the Scheme.
The Professional for the Petitioner Companies submits that the Company Scheme Petition has been filed in consonance with the order dated 20[th] October 2023 passed by this Tribunal in C.A.(CAA) / 155 / MB /2023. Further, the meetings of equity shareholders are not required to be held as same was dispensed with in the said order. Further there are no secured creditors in the Transferor Companies, so question of convening the meeting does not arise. As regards meeting of unsecured creditors of the Transferor Companies, the same were disposed of in respect of first, third and fourth petitioner companies. Further, in respect of second petitioner company, the meeting of unsecured creditor was dispensed with vide order dated 20[th] October 2023 in C.A.(CAA) / 155 / MB / 2023 in view of the consent affidavit of 89.29% of value and based on undertaking to obtain consent affidavit from the balance 10.71% from the unsecured creditors. The Second Petitioner Company have provided consent affidavit from the remaining unsecured creditors of 10.71% in value which are filed with Company Scheme Petition before this Tribunal. The meetings of the equity shareholders, secured creditors and unsecured creditors of the Fifth Petitioner Company have been dispensed with by the Tribunal, since the Transferor Companies are directly/ indirectly wholly-owned subsidiaries of the Transferee Company and as provided for in the order of the Tribunal in C.A. (CAA) / 155 / MB / 2023.

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The Professional for the Petitioner Companies states that the Petitioner Companies have complied with all the requirements, as per directions of the Tribunal. Moreover, the Petitioner Companies undertakes to comply with all the statutory requirements, if any, as required under the Companies Act, 2013 and the Rules & Regulations made thereunder. The said undertaking is accepted.
The Regional Director, Western Region on behalf of the Central Government has filed their Report dated 8[th] March 2024 (‘Report’) praying that this Tribunal may pass such orders as it thinks fit, making certain observations in paragraph 2 (a) to (j) of the Report. In response to the observation made by the Regional Director, the Petitioner Companies have also given necessary undertakings and clarification vide their affidavit dated 12[th] March 2024. The observations made by the Regional Director and the clarifications and undertakings given by the Petitioner Companies are summarized in the table below:

Para No. 2	Observations as per the report of the Central Government dated 8th March 2024	Response of the Peti- tioner Companies
a)	That on examination of the report of the Registrar of Companies, Mumbai dated 16.02.2024 (An- nexed as Annexure A-1) for Peti- tioner Companies falls within the jurisdiction of ROC, Mumbai. It is submitted that no complaint and / or representation regarding the proposed scheme of Amalgama- tion has been received against the

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	Petitioner Companies. Further, the Petitioner Companies has filed Financial Statements up to 31.03.2023, except Transferor Company 3, as the said company has been incorporated on 17.05.2023. The ROC has further submitted that in his report dated 16.02.2024 which are as under:- That the ROC Mumbai in its re- port dated 16.02.2024 has also stated that No Inquiry, Inspection, Investigations, Prosecutions and complaint under CA, 2013 have been pending against the Peti- tioner Companies. As per the provisions of Section 232(3)(i) of the Companies Act, 2013, where the transferor com- pany is dissolved, the fee, if any, paid by the transferor company on its authorized capital shall be set- off against any fees payable by the Transferee company on its au- thorized capital subsequent to the amalgamation. Therefore, the re- maining fee, if any after setting off	As far as the observation of the Regional Director, as stated in paragraph 2(a)(i) of the report is concerned, the contents being statements of fact does not re- quire any comments. As far as the observation of the Regional Director, as stated in paragraph 2(a)(ii) of the report is concerned, the Petitioner Com- panies undertakes that it would comply with the provisions set out in Section 232(3)(i) of the Companies Act, 2013 and that the fee, if any, paid by the Trans- feror Companies on its author- ized share capital shall be set off against any fees payable by the

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	the fees already paid by the trans- feror company on its authorized capital, has to be paid by the transferee Company on the in- creased authorized capital subse- quent to the amalgamation. Interest of the creditors should be protected. May be decided on its merits.	Transferee Company on its au- thorized share capital subse- quent to the amalgamation, if ap- plicable. Also, the Transferee Company shall pay the balance / difference amount of the fees, as applicable, at the time of increas- ing the authorised share capital. As far as the observation of the Regional Director, as stated in paragraph 2(a)(iii) of the report is concerned, the Petitioner Com- panies undertakes that the inter- est of all the creditors of the Peti- tioner Companies shall be pro- tected. As far as the observation of the Regional Director, as stated in paragraph 2(a)(iv) of the report is concerned, the contents being statements of fact does not re- quire any comments.
(b)	Transferee company should un- dertake to comply with the provi- sions of section 232(3)(i) of the Companies Act, 2013 through ap- propriate affirmation in respect of	As far as the observation of the Regional Director, as stated in paragraph 2(b) of the report is concerned, the Fifth Petitioner Company undertakes that it

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	fees payable by Transferee Com- pany for increase of share capital on account of merger of transfer of companies.	would comply with the provi- sions set out in Section 232(3)(i) of the Companies Act, 2013 and that the fee, if any, paid by the Transferor Companies on its au- thorized share capital shall be set off against any fees payable by the Transferee Company on increase of its authorized share capital subsequent to the amal- gamation, if applicable.
(c)	In compliance of Accounting Standard-14 or IND-AS 103, as may be applicable, the transferee company shall pass such ac- counting entries which are neces- sary in connection with the scheme to comply with other ap- plicable Accounting Standards in- cluding AS-S or IND AS-8 etc.	As far as the observation of the Regional Director, as stated in paragraph 2(c) of the report is concerned, the Fifth Petitioner Company submit that it shall pass applicable necessary ac- counting entries in connection with the AS-14 or IND AS-103 and comply with all other appli- cable Accounting Standards such AS-5 or IND AS-8, etc.
(d)	The Tribunal may kindly direct the Petitioner Companies to file an affidavit to the extent that the Scheme enclosed to the Company Application and Company Petition are one and same and there is no	As far as the observation of the Regional Director, as stated in paragraph 2(d) of the report is concerned, the Petitioner Com- panies submits that the Scheme enclosed to the Company

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	discrepancy, or no change is made.	Scheme Application and Com- pany Scheme Petition are one and the same and there is no dis- crepancy, or no change is made.
(e)	The Petitioner Companies under provisions of section 230(5) of the Companies Act 2013 have to serve notices to concerned authorities which are likely to be affected by the Amalgamation or arrange- ment. Further, the approval of the scheme by the Tribunal may not deter such authorities to deal with any of the issues arising after giv- ing effect to the scheme. The deci- sion of such authorities shall be binding on the petitioner compa- nies concerned.	As far as the observation of the Regional Director, as stated in paragraph 2(e) of the report is concerned, the Petitioner Com- panies submits that it has served notices under the provisions of section 230(5) of the Companies Act, to all the concerned author- ities as directed by the Tribunal which are likely to be affected by the Scheme. Further the Peti- tioner Companies submits that the approval of the Scheme by the NCLT would not deter such authorities to deal with any of the issues arising after giving ef- fect to the Scheme and the deci- sion of such authorities would be binding on the Petitioner Compa- nies.
(f)	As per Definition of the Scheme, “Appointed Date No. 1" means April 01, 2023, or such other date	As far as the observation of the Regional Director, as stated in paragraph 2(f) of the report is

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	as may be fixed or approved by the National Company Law Tribunal at Mumbai or such other date as may be determined by the Board of Directors of Transferor Com- pany 1, Transferor Company 2, Transferor Company 4 and the Transferee Company with ap- proval of NCLT or such other date as the NCLT may direct; “Appointed Date No. 2" means May 17, 2023, or such other date as may be fixed or approved by the National Company Law Tribunal at Mumbai or such other date as may be determined by the Board of Directors of Transferor Com- pany 3 and the Transferee Com- pany with approval of NCLT or such other date as the NCLT may direct; "Effective Date" or "coming into ef- fect of this Scheme" or "upon the scheme becoming effective" or "ef- fectiveness of the Scheme" means the date on which the certified or authenticated copies of the order sanctioning this Scheme, passed	concerned, the Petitioner Com- panies submit that the Ap- pointed Date No. 1 i.e. 1st April 2023 for Transferor Company 1, Transferor Company 2, Trans- feror Company 4 and the Trans- feree Company and Appointed Date No. 2 i.e. 17th May 2023 for Transferor Company 3 and the Transferee Company has been clearly indicated in the Scheme in accordance with provisions of section 232(6) of the Companies Act, 2013 and the Scheme shall be effective from the Appointed Date No. 1 for the Transferor Company 1, Transferor Company 2, Transferor Company 4 and the Transferee Company and from Appointed Date No. 2 for Trans- feror Company 3 and the Trans- feree Company. Hence, the Peti- tioner Companies undertake that it is in compliance with the appli- cable requirements of the Circu- lar no. F. No. 7/12/2019/CL-1 dated 21-08-2019 issued by the Ministry of Corporate Affairs.

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	by the National Company Law Tri- bunal at Mumbai are filed with the Registrar of Companies; In this regard, it is submitted that Section 232 (6) of the Companies Act, 2013 states that the scheme under this section shall clearly in- dicate an appointed date from which it shall be effective and the scheme shall be deemed to be ef- fective from such date and not at a date subsequent to the ap- pointed date. However, this aspect may be decided by the Tribunal taking into account its inherent powers. Appointed date should be the same for all Petitioner Companies. It is submitted that the Petitioners may be asked to comply with the requirements as clarified vide cir- cular no. F. No. 7 /12/2019/CL-I dated 21.08.2019 issued by the Ministry of Corporate Affairs.
(g)	Petitioner Companies shall under- take to comply with the directions of Income Tax Department and GST Department, if any.	As far as the observation of the Regional Director, as stated in paragraph 2(g) of the report is concerned, the Petitioner Com- panies shall undertake to comply with the directions of Income tax

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		department and GST depart- ment, if any.
(h)	Petitioner Companies shall under- take to comply with the directions of the concerned sectoral Regula- tory, if any.	As far as the observation of the Regional Director, as stated in paragraph 2(h) of the report is concerned, the Petitioner Com- panies shall undertake to comply with the directions of concerned sectoral Regulatory, if any.
(i)	The petitioner Companies are en- gaged in the Real Estate Business, therefore, petitioner companies may be directed to place on record notice sent to RERA.	As far as the observation of the Regional Director, as stated in paragraph 2(i) of the report is concerned, the Petitioner Com- panies submits that the Second Petitioner Company, Third Peti- tioner Company and Fourth Peti- tioner Company are into the business of real estate develop- ment and incidental services, however they have not under- taken any real estate projects, hence no notice is required to be served to RERA. The First Peti- tioner Company and Fifth Peti- tioner Company are engaged in the real estate business and have undertaken real estate projects, hence they have served notice to

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		C.P. (CAA) / 19/ MB / 2024 IN C.A. (CAA) / 155/ MB / 2023 the RERA at both the Company Application and Company Peti- tion admission stage. The First Petitioner Company and Fifth Pe- titioner Company have annexed the acknowledgment of notice served to RERA by the First Peti- tioner Company and Fifth Peti- tioner Company in the Affidavit of Service which is filed with the Tribunal. Annexed and marked as Annexure ‘A’ & ‘B’ are the cop- ies of acknowledgment for notice served to RERA by the First Peti- tioner Company and Fifth Peti- tioner Company respectively en- closed in the Affidavit in re- sponse to the Report. As far as the observation of the Regional Director, as stated in paragraph 2(j) of the report is concerned, the Fifth Petitioner Company submits that the scheme is in compliance with provision of Section 2(1B) of the Income Tax, Act, 1961 and Rules framed thereafter.
		the RERA at both the Company Application and Company Peti- tion admission stage. The First Petitioner Company and Fifth Pe- titioner Company have annexed the acknowledgment of notice served to RERA by the First Peti- tioner Company and Fifth Peti- tioner Company in the Affidavit of Service which is filed with the Tribunal. Annexed and marked as Annexure ‘A’ & ‘B’ are the cop- ies of acknowledgment for notice served to RERA by the First Peti- tioner Company and Fifth Peti- tioner Company respectively en- closed in the Affidavit in re- sponse to the Report.
(j)	The Petitioner Company states that the Transferee Company shall be in compliance with provi- sions of Section 2(1 B) of the In- come Tax Act, 1961. In this re- gard, the petitioner company shall ensure compliance of all the pro- visions of Income Tax Act and Rules thereunder;	As far as the observation of the Regional Director, as stated in paragraph 2(j) of the report is concerned, the Fifth Petitioner Company submits that the scheme is in compliance with provision of Section 2(1B) of the Income Tax, Act, 1961 and Rules framed thereafter.

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Mr. Gaurav Jaiswal, representing the Regional Director’s Office made their observation on behalf of the Central Government are enlisted herein in Para 8 above along with response of the Petitioner Companies on the observations of the Regional Director, Western Region filed vide affidavit of the Petitioner Companies dated 12[th] March 2024. The clarifications and undertakings given by the Petitioner Companies are accepted by this Tribunal. The GST department has filed an Interlocutory Application (“IA”) with the Tribunal against the First Petitioner Company.
The GST department had sent a Show Cause Notice No. 14/AC/CGST/MW/DIV-VI/Skystar/2023-24/3026 to 27 dated 2[nd] December 2023. The First Petitioner Company has filed its reply with the GST department on 5[th] January 2024 and 12[th] February 2024 against the Show Cause notice. The First Petitioner Company has filed a detailed affidavit with the Tribunal on 13[th] March 2024 in response to the Interlocutory Application. The GST Department has filed the IA with respect to their claim of Rs. 22,52,118 against the First Petitioner Company. The preliminary contention of the GST Department in the Show-Cause Notice and Interlocutory Application is in relation to enforcement of the disputed tax dues under the provisions of the GST Act, 2017 read with rules & regulations framed in this regard for their pending disputed dues, on which final order is still pending from the authority, subsequent to which due action will be undertaken by the company. The Petitioner Companies humbly states and submits that Scheme involves amalgamation of the Transferor Companies, which are wholly-owned subsidiaries of the Transferee Company under provisions of the Section 230-232 of the Companies Act, 2013, wherein all the claims, litigations, dues or any other legal proceedings initiated by the tax authorities shall stand transferred to the Transferee Company under Clause 5.6 and 5.7 of the Scheme. Further, the rights of the GST Department shall not be prejudicially affected, as a result of the Scheme. The Scheme is without prejudice to their rights, demands and

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contentions to the end and effect that the Transferee Company shall be dissolved without winding-up, which essentially ensures that all the assets, liabilities, tax proceedings, tax liabilities or anything related to the businesses of the Transferor Companies of any manner whatsoever shall be transferred to the Transferee Company.

The Fifth Petitioner Company hereby undertakes that all the liabilities and legal proceedings of the Transferor Companies shall be transferred to Fifth Petitioner Company in accordance with the Scheme. The legal proceedings, whether civil or criminal, if any of whatsoever nature shall not abate as a result of the present Scheme of Amalgamation and shall be taken over by the Fifth Petitioner Company.
Further, the Fifth Petitioner Company hereby undertakes that all the duties, direct and indirect taxes (including any advance taxes), GST liabilities, liabilities under the erstwhile provisions of the VAT Act, Sales Tax Act, customs duty, excise duty and any other tax obligations or litigations thereunder for any tax laws for the Transferor Companies shall be transferred to Fifth Petitioner Company, as a result of the Scheme. Further, upon effectiveness of the Scheme the Fifth Petitioner Company i.e., Transferee Company undertakes to have all legal or other proceedings initiated by or against the Transferor Companies, transferred into its name and to have the same continued, prosecuted and enforced by or against the Fifth Petitioner Company to the exclusion of the Transferor Companies.
Further effectiveness of this Scheme shall not deter any regulatory authorities to initiate action, proceedings, prosecution, investigation or any regulatory action against the Transferor Companies and Fifth Petitioner Company undertakes all such proceedings shall continue in its own name.
The Official Liquidator, High Court, Bombay has filed its report dated 16[th] Page 17 of 21

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February 2024, inter alia, stating in Para 9 of its report that the affairs of the Transferor Companies have not been conducted in the manner prejudicial to the interests of stakeholders and there are no adverse findings made by the Official Liquidator, High Court, Bombay, in the conduct of the Transferor Companies. In so far as the observations of the Official Liquidator in Para 7 is concerned, the Transferor Companies have also given necessary undertakings and documents vide their affidavit dated 29[th] February 2024 filed with the Tribunal. The observations made by the Official Liquidator, High Court, Bombay are taken on record.

From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy.
The Transferor Companies are directly / indirectly wholly owned subsidiaries of the Transferee Company and entire issued, subscribed, paid-up share capital of the Transferor Companies is directly/ indirectly held by the Transferee Company and in lieu of that no shares would be issued to the shareholders of the Transferor Companies by the Transferee Company.
Since all the requisite statutory compliances have been fulfilled, C.P. (CAA) / 19 (MB) / 2024 connected with C.A. (CAA) / 155 (MB) / 2023 filed by the Petitioner Companies is made absolute in terms of prayer clauses of the said Company Scheme Petition.
The shareholders and Creditors of the Petitioner Companies are the best judges of their interest. Their decision should not be ordinarily interfered with by the Tribunal as per the decision of Hon’ble Supreme Court in Miheer H. Mafatlal vs. Mafatlal Industries Ltd [JT 1996 (8) 205] wherein it was held as follows:

“It is the commercial wisdom of the parties to the scheme who have taken an informed decision about the usefulness and propriety of

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the scheme by supporting it by the usefulness and propriety of the scheme by supporting it by the requisite majority vote.”

From the material on record, the Scheme to the Company Scheme Petition appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy.
In view of the foregoing, upon considering the approval accorded by the members and creditors of the Petitioner Companies to the proposed Scheme, and the affidavits filed by the Regional Director, the rejoinder and undertakings of the Petitioner Companies and the report of the Official Liquidator, there appears to be no impediment in sanctioning the present Scheme.
Consequently, sanction is hereby granted to the Scheme under Sections 230 to 232 of the Companies Act, 2013 with the following directions:
a) All the Transferor Companies/ First Petitioner Company, Second Petitioner Company and third Petitioner Company shall be dissolved without winding up.
b) While approving the Scheme, we clarify that this Order should not, in any way, be construed as an Order granting exemption from payment of stamp duty, taxes or other charges, if any, and payment in accordance with law or in respect of any permission or compliance with other requirements which may be specifically required under any law.
c) All the employees of the Transferor Companies in service, on the date immediately preceding the date on which the Scheme takes effect i.e. the Effective Date, shall become the employees of the

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Transferee Company on such date, without any break or interruption in service and upon terms and conditions not less favourable than those subsisting in the concerned Transferor Company on the said date.

d) Any proceedings now pending by or against the Transferor Companies be continued by or against the Transferee Company.
e) All the properties, rights, liabilities, duties and powers of the Transferor Companies, be transferred without further act or deed, to the Transferee Company and accordingly the same shall, pursuant to Section 232 of the Companies Act, 2013, be transferred to and vest in the Transferee Company.
f) The Income Tax Department will be at liberty to examine the aspect of any tax payable because of this scheme and it shall be open to the income tax authorities to take necessary action as permissible under the Income Tax Law.
g) The Registrar of Companies is entitled to proceed against the Transferee Company for violation/offences committed by Transferor Companies, if any.
h) The Petitioner Companies are directed to file a copy of this Order along with a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, along with E-Form INC-28, in addition to physical copy, within 30 days from the date of receipt of the Certified copy of the Order from the Registry.

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IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH - COURT III

C.P. (CAA) / 19/ MB / 2024 IN C.A. (CAA) / 155/ MB / 2023

i) Certified copy of this Order be also submitted to all statutory authorities.
j) The Petitioner Companies to lodge a copy of this Order and the Scheme duly authenticated by the Deputy Registrar or Assistant Registrar, National Company Law Tribunal, Mumbai Bench, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty payable, if any, within 60 days from the date of receipt of the Certified copy of the Order from the Registry.
k) All authorities concerned to act on a copy of this Order along with Scheme duly authenticated by the Deputy Director or Assistant Registrar, National Company Law Tribunal, Mumbai.
l) Any person interested shall be at liberty to apply to this Tribunal in the above matter for any directions that may be necessary.
m) Any concerned authorities are at liberty to approach this Tribunal for any further clarification as may be necessary.
Accordingly, Company Scheme Petition No. C.P.(CAA)/19/MB-III/2024 connected with CA(CAA)/155/MB-III/2023 is allowed and disposed of.
- “To be consigned to records”

Sd/- Sd/CHARANJEET SINGH GULATI LAKSHMI GURUNG MEMBER (TECHNICAL) MEMBER (JUDICIAL) /RKS/

Page 21 of 21

AI assistant

Sunteck Realty Ltd M&A Activity 2024

62284_rns_2024-05-14_0e1d8608-e0e0-4823-9a6c-4c96849549f0.pdf