THE NATIONAL COMPANY LAW TRIBUNAL

MUMBAI BENCH, COURT IV

SUMMARY

In the Matter of Section 230-232 of the Companies Act, 2013 and other applicable
provisions of the Companies Act, 2013 read with rules made thereunder.
And
In the matter of Amalgamation of Hill Point Investment and
Finance
Private Limited … First Petitioner
Company
CIN: U65990MH1992PTC066144
(Transferor Company)

Pranava Guild Properties

Private Limited … Second Petitioner
Company
CIN: U45209MH2012PTC234043
(Transferor Company)

Neveah Builders
Private Limited … Third Petitioner
Company
CIN:
U51909MH2018PTC306126
(Transferor Company)

Sterling Buildcon
Private Limited … Fourth Petitioner
Company
CIN: U45200MH2005PTC153466
(Transferee Company)
 Order Delivered on: 20.10.2023.

Appearances : For the Petitioners : Mr. Ravish Mishra, Counsel i/b Mr. Manish Malpani, Ld.
Counsel.

For the Regional Director : Mr. Tushar Wagh, Deputy Director.

1. The petitioner companies' counsel was heard by the Tribunal, and no objector has yet to
appear to refute any of the allegations made in the Petitions or to oppose the Scheme.
2. The merging of Hill Point Investment and Finance Private Limited, Pranava Guild Properties
Private Limited, and Neveah Builders Private Limited into Sterling Buildcon Private Limited
and its shareholders is being sought by the Tribunal in accordance with Sections 232 and 230
of the Companies Act, 2013.
3. The Transferor Company No. 2 specialises in real estate transactions, builders, and
contractors. 3. Developers, real estate, and project management are the main concerns. The
Transferee Company's primary roles are development, construction, and management; it
builds structures and makes sure they have the facilities that are required.
4. The Petitioner Companies have filed their petition in accordance with the Tribunal's Order in
Company Scheme Application No. 29 of 2022, stating they have complied with all
requirements under the Companies Act, 2013, and have filed necessary affidavits of
compliance.
5. The rationale of the Scheme is as follows:
 The Transferor Companies and the Transferee Company, both Builders and
Developers, are aiming to amalgamate to consolidate their operations, offering
various benefits, including:
 The amalgamation aims to realign businesses, simplify operational structures, and
improve competitiveness for the Transferee Company.
 It will lead to economies of scale, greater integration, flexibility, and market reach.
 Operational synergies will be realized, and cost savings will come from focused
efforts, standardization, productivity improvements, and improved procurement.
 The business aims to operate efficiently, maximize resource utilization, strengthen its
financial position, and build a stronger capital base for future expansion and growth.
6. According to the Petitioner Companies' Counsel, the Petitioner Companies approved the
Scheme of Merger by Amalgamation at their August 31, 2021, board meetings. They also
 filed the Company Scheme Petition in compliance with the Orders, following all instructions
in the Company Scheme Application.
7. Based on observations made by the Central Government, the Regional Director for the
Western Region of the Central Government provided a report on the Scheme. On October 3,
2023, the Petitioner Companies responded to the report's observations with the requisite
undertakings and explanations.

Observations as per the report of the Regional Director, Western Region dated 15th
September 2023
2(a)- The Registrar of Companies, Mumbai's report indicates that the petitioner companies
fall within the jurisdiction of ROC, Mumbai, and no representation regarding the proposed
scheme of arrangement has been received. They have filed their financials up to 31.03.2022.

The ROC Mumbai reported that no inquiries, inspections, investigations, prosecutions,

technical scrutiny, or complaints under CA, 2013 have been pending against the petitioner
companies in its 17.05.2023 report.

Section 232(3)(i) of the CA, 2013 states that if a transferor company dissolves, any fees paid
by the transferor on its authorized capital must be set off against any fees paid by the
transferee company on its authorized capital, and any remaining fees must be paid by the
transferee company on the increased authorized capital.

Hence, the Petitioner Companies shall undertake to submit detail reply against observations
mentioned above.

2(b)- The Transferee Company must comply with section 232(3)(i) of the Companies Act,
2013 by affirming the fees payable for increased share capital due to mergers.

2(c)- The company must pass necessary accounting entries to comply with AS-14 or IND AS-
103, as well as other applicable standards like AS-5 or Ind-AS 8.

2(d)- The Tribunal may order Petitioner Companies to submit an affidavit confirming that the
Scheme in the Company Application and the Company Petition is identical and no
discrepancies exist.

2(e)- Petitioner Companies must serve notices to authorities affected by amalgamation or

arrangement, and the approval of the Scheme by the Hon'ble Tribunal may not deter them
 from addressing issues post-implementation, as the decision of these authorities is binding on
the Petitioner Companies.

2(f)- Petitioners are requested to comply with the requirements outlined in circular no. F. no.
7/12/2019/CL-1, issued by the Ministry of Corporate Affairs on 21.08.2019.

2(g)- Petitioner Companies shall undertake to comply with the directions of the Income tax
department and GST Department, if any.

2(h)- Petitioner Companies shall undertake to comply with the directions of the concerned
sectoral Regulatory including RERA Authority, if any.

2(i)- It is observed from financial statements as on 31.03.2021 of Petitioner Companies has

issued shares at Security Premium and collected total premium.

8. The Petitioner Company's complaints have been satisfactorily explained and accepted,
according to the Regional Director, who also affirmed that there are no more objections to the
planned Scheme Company Petition.
9. The transferor companies' affairs have been handled correctly, and the plan does not harm the
public interest, according to a report that the Official Liquidator has filed with the NCLT. As
a result, the companies can be dissolved without going bankrupt.
10. The Income Tax Department will examine the taxes owed under this plan and permit the
appropriate authorities to follow the Income Tax Law.
11. Based on the available information, it seems that the Scheme is reasonable and equitable, and
it doesn't violate any legal rules or go against public policy or interest.
12. In accordance with Section 232 of the Companies Act, 2013, all of the obligations and assets
of the Transferor Companies including any taxes and charge as well as their duties as
specified in the Scheme will be transferred to the Transferee Company and become its
obligations and assets.
13. The pending proceedings against the Transferor Companies will continue against the
Transferee Company, and the sanctioning scheme will not dilute any actions taken by the
Competent Court against the Transferee Company.
14. The Transferor Companies will be dissolved without winding-up. Authorities can seek
clarifications or directions under the Scheme. Company Scheme Petition No. 183 of 2023 has
been made absolute due to all statutory compliances being met.
15. Petitioner Companies are urged to submit electronic copies of the Order and Scheme of
Arrangement to the Registrar of Companies within 30 days of the Order's issuance.
16. The petitioner companies are required to submit a copy of the Order and its certified Scheme
to the Superintendent of Stamps within 60 days of receiving it, and all relevant authorities
must act on the same within the same 60-day period.
17. In view of above, CP (CAA)/183/MB-IV/2023 is allowed and disposed of accordingly.
Sd/- Sd/-
Anu Jagmohan Singh Kishore Vemulapalli
Member (Technical) Member (Judicial)