,,,
1. Under consideration is the Company Petition No. 169/(ND) 2019 filed under Sections 230 to 232 of the Companies Act, 2013 (hereinafter referred as ""Act,",,,
2013"") r/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (hereinafter referred as ""Rules 2016""). The present petition has been",,,
filed by the Applicant Companies named above for the purpose of the approval of the Scheme of Amalgamation, as contemplated between the Companies and",,,
its Shareholders by way of Amalgamation of Transferor Companies with the Transferee Company.,,,
2. As per the Scheme of Amalgamation (in short, 'Scheme'), Transferor Companies viz. Aadhunik Infra-Projects Private Limited (hereinafter referred as",,,
Transferor Company No. 1""), Aquatic Real Estate Private Limited (hereinafter referred as ""Transferor Company No. 2""), Archon Infotech Private Limited",,,
(hereinafter referred as ""Transferor Company No. 3""), Autumn Buildhome Private Limited (hereinafter referred as ""Transferor Company No. 4""), Creative",,,
Infra-Con Private Limited (hereinafter referred as ""Transferor Company No. 5""), Gangeshwer Homes And Estates Private Limited (hereinafter referred as",,,
Transferor Company No. 6""), Gharonda Buildtech Private Limited (hereinafter referred as ""Transferor Company No. 7""), G O Infrastructures And Developers",,,
Private Limited (hereinafter referred as ""Transferor Company No. 8""), Goodlook Infra- Projects Private Limited (hereinafter referred as ""Transferor Company",,,
No. 9""), Hill Top Buildcon Private Limited (hereinafter referred as ""Transferor Company No. 10""), Hi-lmage Home Estate Private Limited (hereinafter referred",,,
as ""Transferor Company No. 11""), Look-N-Feel Constructions Private Limited (hereinafter referred as ""Transferor Company No. 12""), Prakhar Buildwell",,,
Private Limited (hereinafter referred as ""Transferor Company No. 13""), Raghunath Hotels And Multiplex Private Limited (hereinafter referred as ""Transferor",,,
Company No. 14""), RG Betelnut Products Private Limited (hereinafter referred as ""Transferor Company No. 15""), Sunrays Betelnut Product Private Limited",,,
(hereinafter referred as ""Transferor Company No. 16""), Sunrays Buildwell Private Limited (hereinafter referred as ""Transferor Company No. 17""), Target",,,
Synergy Services Private Limited (hereinafter referred as ""Transferor Company No. 18""), Yuvraj Builders Private Limited (hereinafter referred as ""Transferor",,,
Company No. 19"") are proposed to get merged with Herbal Biosciences Private Limited (hereinafter referred to as the ""Transferee Company"") as going",,,
concern.,,,
3. The Transferor Company No. 1 is a Private limited company, incorporated on 8th January, 2006 under the provisions of Companies Act, 1956 (hereinafter",,,
referred as ""Act 1956"") registered with the Registrar of Companies (hereinafter referred as ""RoC"") National Capital Territory (hereinafter referred as ""NCT"") of",,,
Delhi and Haryana under the Company Identification Number (hereinafter referred as ""CIN"") U45201DL2006PTC. The Registered Office of the Transferor",,,
No. 1 Company is situated at 6926, Jaipuria Mills, Clock Tower Subzi Mandi, New Delhi-110007 and the address other than Registered Office where all or any",,,
books of account and papers are maintained is Vinayak Shree NRI City, Mainawati Marg Kanpur 208017, Uttar Pradesh. The Transferor No. 1 Company is",,,
carrying on the business of purchasing, selling, acquiring hiring or letting on lease or rent or otherwise any land, building or land appurtenant thereto or otherwise",,,
deal with them in any manner whatsoever including construct, execute, carryout, improve, work, resale, in whole or in any other manner, erect, enlarge, rebuild,",,,
pull down, administer or otherwise deal in land, houses, building, markets, warehouses and all other works or conveniences whatsoever and to convert and",,,
appropriate roads, streets, squares., markets, shopping complexes, commercial or official complexes, business complexes etc. The details of the main objects of",,,
the Transferor No. 1 Company are set out in the Memorandum of Association (hereinafter referred as ""MOA"") of the company.",,,
4. The Transferor No. 2 is a Private limited company, incorporated on 22nd June, 2007 under the provisions of the Act, 1956 registered with RoC, NCT of Delhi",,,
under the CIN U45400DL2007PTC165110. The Registered Office of Transferor No. 2 Company is situated at 6926, Jaipuria Mills, Clock Tower Subzi Mandi,",,,
New Delhi-110007. The Transferor No. 2 Company is carrying on the business of purchasing, selling, acquiring hiring or letting on lease or rent or otherwise any",,,
land, building or land appurtenant thereto or otherwise deal with them in any manner whatsoever including construct, execute, carryout, improve, work, resale, in",,,
whole or in any other manner, erect, enlarge, rebuild, pull down, administer or otherwise deal in land, houses, building, markets, warehouses and all other works or",,,
conveniences whatsoever and to convert and appropriate roads, streets, squares., markets, shopping complexes, commercial or official complexes, business",,,
complexes etc. The details of the main objects of the Transferor No. 2 Company are set out in the MOA of the company.,,,
5. The Transferor No. 3 is a Private limited company, incorporated on 22nd June, 2007 under the provisions of the Act, 1956 registered with RoC, NCT of Delhi",,,
and Haryana under the CIN U45201DL2005PTC1322450. The Registered Office of Transferor No. 3 Company is situated at 6926, Jaipuria Mills, Clock Tower",,,
Subzi Mandi, New Delhi-110007. The Transferor No. 3 Company is carrying on the business of complete Information technology products and services including",,,
setting up of back-office operations, call centers, data processing centers, Business Process Outsourcing works, medical transcripts, e- mail centers, bill paying",,,
centers, secretarial service centers, accounting centers including pay rolls accounting and other back office operations etc. The details of the main objects of the",,,
Transferor No. 3 Company are set out in the MOA of the company.,,,
6. The Transferor No. 4 is a Private limited company, incorporated on 22nd June, 2007 under the provisions of the Act, 1956 registered with RoC, NCT of Delhi",,,
and Haryana under the CIN U45400DL2007PTC164981. The Registered Office of Transferor No. 4 Company is situated at 6926, Jaipuria Mills, Clock Tower",,,
Subzi Mandi, New Delhi-110007. The Transferor No. 4 Company is carrying on the business of purchasing, selling, acquiring hiring or letting on lease or rent or",,,
otherwise any land, building or land appurtenant thereto or otherwise deal with them in any manner whatsoever including construct, execute, carryout, improve,",,,
work, resale, in whole or in any other manner, erect, enlarge, rebuild, pull down, administer or otherwise deal in land, houses, building, markets, warehouses and",,,
all other works or conveniences whatsoever and to convert and appropriate roads, streets, squares., markets, shopping complexes, commercial or official",,,
complexes, business complexes etc. The details of the main objects of the Transferor No. 4 Company are set out in the MOA of the company.",,,
7. The Transferor No. 5 is a Private limited company, incorporated on 12,n September, 2005 under the provisions of the Act, 1956 registered with RoC, NCT of",,,
Delhi and Haryana under the CIN U45201DL2005PTC140605. The Registered Office of Transferor No. 5 Company is situated at 6926, Jaipuria Mills, Clock",,,
Tower Subzi Mandi, New Delhi-110007. The Transferor No. 5 Company is carrying on the business of purchasing, selling, acquiring hiring or letting on lease or",,,
rent or otherwise any land, building or land appurtenant thereto or otherwise deal with them in any manner whatsoever including construct, execute, carryout,",,,
improve, work, resale, in whole or in any other manner, erect, enlarge, rebuild, pull down, administer or otherwise deal in land, houses, building, markets,",,,
warehouses and all other works or conveniences whatsoever and to convert and appropriate roads, streets, squares., markets, shopping complexes, commercial",,,
or official complexes, business complexes etc. The details of the main objects of the Transferor No. 5 Company are set out in the MOA of the company.",,,
8. The Transferor No. 6 is a Private limited company, incorporated on 24th January, 2006 under the provisions of the Act, 1956 in the National Capital registered",,,
with RoC, NCT of Delhi and Haryana under the CIN U45201DL2006PTC145357. The Registered Office of Transferor No. 6 Company is situated at 6926,",,,
Jaipuria Mills, Clock Tower Subzi Mandi, New Delhi-110007 and the address other than Registered Office where all or any books of account and papers are",,,
maintained is Vinayak Shree NRI City, Mainawati Marg Kanpur 208017, Uttar Pradesh. The Transferor No. 6 Company is carrying on the business of",,,
purchasing, selling, acquiring hiring or letting on lease or rent or otherwise any land, building or land appurtenant thereto or otherwise deal with them in any",,,
manner whatsoever including construct, execute, carryout, improve, work, resale, in whole or in any other manner, erect, enlarge, rebuild, pull down, administer or",,,
otherwise deal in land, houses, building, markets, warehouses and all other works or conveniences whatsoever and to convert and appropriate roads, streets,",,,
squares., markets, shopping complexes, commercial or official complexes, business complexes etc. The details of the main objects of the Transferor No. 6",,,
Company are set out in the MOA of the company.,,,
9. The Transferor No. 7 is a Private limited company, incorporated on 14,h September, 2007 under the provisions of the Act, 1956, registered with RoC, NCT of",,,
Delhi and Haryana under the CIN U45400DL2007PTC168207. The Registered Office of Transferor No. 7 Company is situated at 6926, Jaipuria Mills, Clock",,,
Tower Subzi Mandi, New Delhi-110007. The Transferor No. 7 Company is carrying on the business of purchasing, selling, acquiring hiring or letting on lease or",,,
Fent or otherwise any land, building or land appurtenant thereto or otherwise deal with them in any manner whatsoever including construct, execute, carryout,",,,
improve, work, resale, in whole or in any other manner, erect, enlarge, rebuild, pull down, administer or otherwise deal in land, houses, building, markets,",,,
warehouses and all other works or conveniences whatsoever and to convert and appropriate roads, streets, squares., markets, shopping complexes, commercial",,,
or official complexes, business complexes etc. The details of the main objects of the Transferor No. 7 Company are set out in the MOA of the company.",,,
10. The Transferor No. 8 is a Private limited company, incorporated on 31st May, 2005 under the provisions of the Act, 1956, registered with RoC, NCT of Delhi",,,
and Haryana under the CIN U45201DL2005PTC136913. The Registered Office of Transferor No. 8 Company is situated at 6926, Jaipuria Mills, Clock Tower",,,
Subzi Mandi, New Delhi-110007. The Transferor No. 8 Company is carrying on the business of as owners, builders, colonizers, developers, promoters,",,,
proprietors, occupiers, lessors, civil contractors, maintainer of residential, commercial and industrial buildings, malls, multiplexes, resorts, hotels, motels, colonies,",,,
mills and factory sheds and buildings, workshop's building cinema's houses buildings and to deal with all kinds immovable properties whether belonging to the",,,
company or not etc. The details of the main objects of the Transferor No. 8 Company are set out in the MOA of the company.,,,
11. The Transferor No. 9 is a Private limited company, incorporated on 9th January, 2006 under the provisions of the Act, 1956, registered with RoC, NCT of",,,
Delhi and Haryana under the CIN U74899DL2006PTC144688. The Registered Office of Transferor No. 9 Company is situated at 6926, Jaipuria Mills, Clock",,,
Tower Subzi Mandi, New Delhi-110007 and the address other than Registered Office where all or any books of account and papers are maintained is Vinayak",,,
Shree NRI City, Mainawati Marg Kanpur 208017, Uttar Pradesh. The Transferor No. 9 Company is carrying on the business of purchasing, selling, acquiring",,,
hiring or letting on lease or rent or otherwise any land, building or land appurtenant thereto or otherwise deal with them in any manner whatsoever including",,,
construct, execute, carryout, improve, work, resale, in whole or in any other manner, erect, enlarge, rebuild, pull down, administer or otherwise deal in land,",,,
houses, building, markets, warehouses and all other works or conveniences whatsoever and to convert and appropriate roads, streets, squares., markets, shopping",,,
complexes, commercial or official complexes, business complexes etc.",,,
The details of the main objects of the Transferor No. 9 Company are set out in the MOA of the company.,,,
12. The Transferor No. 10 is a Private limited company, incorporated on 18th October, 2007 under the provisions of the Act, 1956, registered with RoC, NCT of",,,
Delhi and Haryana under the CIN U45400DL2007PTC169585. The Registered Office of Transferor No. 10 Company is situated at 6926, Jaipuria Mills, Clock",,,
Tower Subzi Mandi, New Delhi-110007 and the address other than Registered Office where all or any books of account and papers are maintained is Vinayak",,,
Shree NRI City, Mainawati Marg Kanpur 208017, Uttar Pradesh. The Transferor No. 10 Company is carrying on the business of purchasing, selling, acquiring",,,
hiring or letting on lease or rent or otherwise any land, building or land appurtenant thereto or otherwise deal with them in any manner whatsoever including",,,
construct, execute, carryout, improve, work, resale, in whole or in any other manner, erect, enlarge, rebuild, pull down, administer or otherwise deal in land,",,,
houses, building, markets, warehouses and all other works or conveniences whatsoever and to convert and appropriate roads, streets, squares., markets, shopping",,,
complexes, commercial or official complexes, business complexes etc. The details of the main objects of the Transferor No. 10 Company are set out in the",,,
MOA of the company.,,,
13. The Transferor No. 11 is a Private limited company, incorporated on 18th January, 2006 under the provisions of the Act, 1956 in registered with RoC, NCT",,,
of Delhi and Haryana under the CIN U45201DL2006PTC145042. The Registered Office of Transferor No. 11 Company is situated at 6926, Jaipuria Mills,",,,
Clock Tower Subzi Mandi, New Delhi-110007. The Transferor No. 11 Company is carrying on the business of purchasing, selling, acquiring hiring or letting on",,,
lease or rent or otherwise any land, building or land appurtenant thereto or otherwise deal with them in any manner whatsoever including construct, execute,",,,
carryout, improve, work, resale, in whole or in any other manner, erect, enlarge, rebuild, pull down, administer or otherwise deal in land, houses, building, markets,",,,
warehouses and all other works or conveniences whatsoever and to convert and appropriate roads, streets, squares., markets, shopping complexes, commercial",,,
or official complexes, business complexes etc. The details of the main objects of the Transferor No. 11 Company are set out in the MOA of the company.",,,
14. The Transferor No. 12 is a Private limited company, incorporated on 16th May, 2005 under the provisions of the Act, 1956, registered with RoC, NCT of",,,
Delhi and Haryana under the CIN U45201DL2005PTC136253. The Registered Office of Transferor No. 12 Company is situated at 6926, Jaipuria Mills, Clock",,,
Tower Subzi Mandi, New Delhi-110007. The Transferor No. 12 Company is carrying on the business of purchasing, selling, acquiring hiring or letting on lease or",,,
rent or otherwise any land, building or land appurtenant thereto or otherwise deal with them in any manner whatsoever including construct, execute, carryout,",,,
improve, work, resale, in whole or in any other manner, erect, enlarge, rebuild, pull down, administer or otherwise deal in land, houses, building, markets,",,,
warehouses and all other works or conveniences whatsoever and to convert and appropriate roads, streets, squares., markets, shopping complexes, commercial",,,
or official complexes, business complexes etc. The details of the main objects of the Transferor No. 12 Company are set out in the MOA of the company.",,,
15. The Transferor No. 13 is a Private limited company, incorporated on 27th June, 2007 under the provisions of the Act, 1956, registered with RoC, NCT of",,,
Delhi and Haryana under the CIN U45400DL2007PTC165239. The Registered Office of Transferor No. 13 Company is situated at 6926, Jaipuria Mills, Clock",,,
Tower Subzi Mandi, New Delhi-110007. The Transferor No. 13 Company is carrying on the business of purchasing, selling, acquiring hiring or letting on lease or",,,
rent or otherwise any land, building or land appurtenant thereto or otherwise deal with them in any manner whatsoever including construct, execute, carryout,",,,
improve, work, resale, in whole or in any other manner, erect, enlarge, rebuild, pull down, administer or otherwise deal in land, houses, building, markets,",,,
warehouses and all other works or conveniences whatsoever and to convert and appropriate roads, streets, squares., markets, shopping complexes, commercial",,,
or official complexes, business complexes etc. The details of the main objects of the Transferor No. 13 Company are set out in the MOA of the company.",,,
16. The Transferor No. 14 is a Private limited company, incorporated on 19th October, 2005 under the provisions of the Act, 1956 registered with RoC, NCT of",,,
Delhi and Haryana under the CIN U74899DL2005PTC141897. The Registered Office of Transferor No. 14 Company is situated at 6926, Jaipuria Mills, Clock",,,
Tower Subzi Mandi, New Delhi-110007. The Transferor No. 14 Company is carrying on the business of acquire, contract, manage, administer, operate, maintain,",,,
and to carry on business of running hotels, motels, tourist resorts, holiday resorts, holiday, camps restaurants, fast food centers, eating centers, group of hotels,",,,
guest houses, caterers, cafes taverns, pubs, inns, refreshment rooms, housekeepers, casinos, discotheques, sports complexes and health clubs and convention",,,
centers etc. The details of the main objects of the Transferor No. 14 Company are set out in the MOA of the company.,,,
17. The Transferor No. 15 is a Private limited company, incorporated on 26th April, 2007 under the provisions of the Act, 1956, registered with RoC, NCT of",,,
Delhi and Haryana under the CIN U45400DL2007PTC162628 in the name and style 'R G Build Hone private Limited' thereafter a fresh certificate of,,,
incorporation was issued on 27th December, 2016, consequent to change of name to 'R G Betelnut Products Private Limited'. The Registered Office of",,,
Transferor No. 15 Company is situated at 6926, Jaipuria Mills, Clock Tower Subzi Mandi, New Delhi-110007. The Transferor No. 15 Company is carrying on",,,
the business of purchasing, selling, acquiring hiring or letting on lease or rent or otherwise any land, building or land appurtenant thereto or otherwise deal with",,,
them in any manner whatsoever including construct, execute, carryout, improve, work, resale, in whole or in any other manner, erect, enlarge, rebuild, pull down,",,,
administer or otherwise deal in land, houses, building, markets, warehouses and all other works or conveniences whatsoever and to convert and appropriate",,,
roads, streets, squares., markets, shopping complexes, commercial or official complexes, business complexes etc. The details of the main objects of the",,,
Transferor No. 15 Company are set out in the MOA of the company.,,,
18. The Transferor No. 16 is a Private limited company, incorporated on 18th September, 2007 under the provisions of the Act, 1956 registered with RoC, NCT",,,
of Delhi and Haryana under the CIN U16008DL2007PTC168326 in the name and style 'Sunrays Buildcon Private Limited' thereafter a fresh certificate of,,,
incorporation was issued on 2nd September, 2011, consequent to change of name to 'Sunrays Betelnut Product Private Limited. The Registered Office of",,,
Transferor No. 16 Company is situated at 6926, Jaipuria Mills, Clock Tower Subzi Mandi, New Delhi-110007. The Transferor No. 16 Company is carrying on",,,
the business of exporters, importers, commission agents, purchasers, dealers, traders, stockiest, manufacturer, suppliers and contractors of all kinds of Tobacco,",,,
Pan Masala, Betel Nut, guttka and its by-products, marine products, spices and food stuff, Pan Masala, Gambier and its extract, wattle and its extract, betel Nut,",,,
wadia B.M. saffron Oil/ Perfumery, Geranium, Cashew nuts, Almond, Resin, Pista, rice, tea, Coffee, Tobacco, Potato and all other agricultural products and",,,
commodities, all electrical and electronic manufacturers and all types of machinery and equipment, industrial and other preparation and articles, all other goods,",,,
articles wither raw, semi-finished or finished condition of whatsoever kind or nature, manufactured, produced, fabricated or made in India or anywhere in the",,,
world etc. The details of the main objects of the Transferor No. 16 Company are set out in the MOA of the company.,,,
19. The Transferor No. 17 is a Private limited company, incorporated on 19th September, 2007, under the provisions of the Act, 1956 registered with RoC, NCT",,,
of Delhi and Haryana under the CIN U70200DL2007PTC168404. The Registered Office of Transferor No. 17 Company is situated at 6926, Jaipuria Mills,",,,
Si No.,Transferor Companies,Date,Remarks
1,"Report of Ld. ITD for
Transferor Company No. 2, 3, 4, 8, 9, 10,
12, 13, 14, 15, 16 and 19.",18.02.2020,No demands have been raised by the Concerned ITD.
2,"Report of Ld. ITD for
Transferor Company No. 17, 18 and
Transferee Company.",Reply Affidavit dated 19.02.2020,"Transferee Company undertakes to honour all demand of
Transferor Companies and /or Transferee Company in
accordance with law.
3,"Report of Ld. ITD for
Transferor Company No. 1, 5, 6, 7 and 11.",16.06.2020,No demands have been raised by the Concerned ITD.
process of winding up and shall be succeeded by the Transferee Company.,,,
32.There is no additional requirement for any modification and the Scheme of Amalgamation appears to be fair and reasonable and is not contrary to public,,,
policy and not violative of any provisions of law. All the statutory compliances have been made under Sections 230 to 232 of the Act, 2013.",,,
33.Taking into consideration the above facts, the Company Petitions is/are allowed and the Scheme of Amalgamation annexed with the Petition(s) is hereby",,,
Sanctioned. The Scheme approved shall be binding on the Shareholders, Creditors and employees of the Companies involved in this Scheme. The Appointed date",,,
of the Scheme is 1st April, 2018.",,,
34. While approving the Scheme as above, it is further clarified that this Order will not be construed as an Order granting exemption from payment of stamp duty",,,
or taxes or any other charges, if payable, as per the relevant provisions of law or from any applicable permissions that may have to be obtained or, even",,,
compliances that may have to be made as per the mandate of law.,,,
35. The Companies to the said Scheme or other person interested shall be at liberty to apply to this Bench for any direction that may be necessary with regard to,,,
the working of the said Scheme.,,,
36. A certified copy IE- copy of this Order shall be filed with the concerned Registrar of Companies within 30 days of the receipt of this Order.,,,
37. The Transferor Companies shall be dissolved without winding up from the date of the filing of the certified copy of this Order with the concerned Registrar,,,
of Companies.,,,
38. Upon receiving the certified copy/E-Copy of this Order, the RoC concerned is directed to place all documents relating to the Transferor Companies with that",,,
of the Transferee Company and the files relating to the Transferor Companies shall be consolidated with the files and records of the Transferee Company.,,,
39. The Order of sanction to this Scheme shall be prepared by the Registry as per the relevant format provided under the Companies (Compromises,",,,
Arrangements and Amalgamations) Rules, 2016.",,,
40. Accordingly, the Scheme stands sanctioned and CAA- 169/ (ND) 2019 stands disposed of.",,,
41. This Order is pronounced.,,,
