Goldsquare Sales India Private Limited vs Regional Director Ser

\N In the matter of : M/s. GOLDSQUARE SALES INDIA PRIVATE LIMITED a company incorporated under the Companies Act, 1956 having its registered office at H.No.8-2-293, Flat No.403, Anuska Trendz Building, Road No.14, Banjara Hills, Hyderabad - 500 034, India. rep. by its Director Mr. Sriram Kambhampati ... 1st Appellant / Transferor Company-1

M/s. MEKA HOUSING AND TRADING PRIVATE LIMITED a company incorporated under the Companies Act, 2013 having its registered office at H.No.8-2-293, Flat No.303, Anuska Trendz Building, Road No.14, Banjara Hills, Hyderabad - 500 034, India. rep. by its Director Mr. Sriram Kambhampati ... 2nd Appellant / Transferor Company-2

M/s. G.B. TRADING & INVESTMENTS PRIVATE LIMITED a company incorporated under the Companies Act, 2013 having its registered office at H.No.8-2-293, Flat No.303, Anuska Trendz Building, Road No.14, Banjara Hills, Hyderabad - 500 034, India rep. by its Director Mr. Ravinder Reddy Sama ... 3rd Appellant / Transferee Company V THE REGIONAL DIRECTOR (SER) 3rd Floor, Corporate Bhawan, Bandlaguda Nagole, Tattiannaram,

Comp. App (AT) (CH) No. 71/ 2023 Page 1 of 4 Hayatnagar Mandal, R.R. District, Hyderabad - 500 068 ... Respondent

Present: For Appellants : Mr. E. Om Prakash, Senior Advocate For Ms. A. Rithikha, Advocate For Respondent : Mr. Avinash Krishnan Ravi, Advocate

ORDER

(Hybrid Mode) 19.11.2024:

Oral Judgment : Justice Sharad Kumar Sharma, Member (Judicial):

1. The brief facts as it engages consideration in the instant Company Appeal

(AT) (CH) No. 71 / 2023, which arises out of the Impugned Order dated

12.04.2023, as it was rendered in CP(CAA)/9/230/HDB/2021, are;

2. That the Appellants questions the propriety of the Impugned Order on the

ground that, while granting the approval of Scheme of Amalgamation, the

learned NCLT has erred in marking the date of appointment as 01.04.2022

instead of 01.04.2019 and he further submits that, the remarks which has been

made in relation to the old date, there has been a lack of examination of records,

and applicability of mind, as to the effect of implementation and the appointed

date at the stage of consideration of the Scheme of Amalgamation.

3. The contention of the learned counsel for the Appellants is that, the

learned Tribunal has erred at law while rendering the Impugned Order under

challenge, since the same is based without examining the facts and evidence on

record and on the basis of the sole remark that, the appointed date is the old date

Comp. App (AT) (CH) No. 71/ 2023 Page 2 of 4 and as such, the Scheme of Amalgamation cannot be taken into consideration as

it runs contrary to the ratio, which has been laid down by the NCLAT, Principal

Bench in the matters of Marathon Nextgen Realty Limited v. Regional

Director, Western Region, Ministry of Corporate Affairs, Government of

India, in a Judgment as rendered on 29.05.2024 in CP(CAA)/85/MB/2021 in

CA(CAA)/4044/MB/2019.

4. The learned counsel for the Respondent was called to substantiate / offer

his remarks on the contention as raised by the learned counsel for the

Appellants in the context of that the issue, as to whether it stands covered by the

Judgment rendered in the aforesaid Appeal on 29.05.2024.

5. The learned counsel for the Respondent, has very candidly accepted the

fact, that the interpretation with regards to the old date, as it has been given in

the Impugned Order, runs contrary to the evidence on record and as such, the

issue would stand covered by the Judgment rendered on 29.05.2024, by the

Principal Bench.

6. Owing to the consensus extended, the instant Appeal would stand

allowed on the basis of the terms of the Judgment dated 29.05.2024 and the old

date in relation thereto would be taken as to be 01.04.2019 instead of

01.04.2022 as it has been determined by the Impugned Order.

7. Accordingly, Company Appeal (AT) (CH) No. 71 / 2023 would stand

allowed. The Impugned Order would stand modified to the extent of the

Comp. App (AT) (CH) No. 71/ 2023 Page 3 of 4 determination of the date i.e. the Appointed Date should remain as 01.04.2019

instead of 01.04.2022.

[Justice Sharad Kumar Sharma] Member (Judicial)

[Jatindranath Swain] Member (Technical)

SR/TM/MS

Comp. App (AT) (CH) No. 71/ 2023 Page 4 of 4