In Re: V.

Interglobe Enterprises Limited

National Company Law Tribunal, New Delhi

COMPANY PETITION NO. 26 of 2016

Judgment Date:
24-11-2017

In Re: ..Petitioner

Interglobe Enterprises Limited ..Respondent

Bench:
{M.M. KUMAR , PRESIDENT , MS. DEEPA KRISHAN MEMBER (T) }

Citation:

(2018) 1 COMPLJ 123 ; [2018] 143 CLA 282 ; LQ/NCLT/2017/11527 ;

KUMAR, PRESIDENT

1. This joint petition filed by a group of four companies has been placed before us for final disposal for
approval of the scheme of arrangement, as finalised between the companies and its shareholders. The
scheme proposes the demerger of the Real Estate Undertaking and the IT Support Services Undertaking of
the transferor-company and vesting of the same with the resulting subsidiary No. 1 and the resulting
subsidiary No.2, respectively, as a going concern and following the aforesaid demergers, the amalgamation
of residual transferor-company into the transferee-company, as a going concern basis.
2. The scheme has been necessitated and adopted because the transferor-company is engaged in multiple
businesses in different sectors. It also acts as an investment company which holds and nurtures
investments in different group companies as well as provides support services such as human resources,
finance, treasury services to group companies. The transferor-company believes that it would be beneficial
to restructure its business interests as it would result in a simplified holding structure, sharper focus on
underlying business and operational efficiencies. Thus, the Scheme seeks to attain the following
objectives/purposes upon its implementation :
creation of separate and distinct entities housing the Real Estate Undertaking and the IT Support
Services Undertaking respectively, with direct promoter participation at the operating levels ;
greater operational and regulatory efficiencies for the Real Estate Undertaking in view of changes in
the recent regulatory climate including the increased liberalisation in foreign exchange laws and the
passage of the Real Estate (Regulation and Development) Act, 2016 ;
optimal exploitation, monetisation and development of the Real Estate Undertaking and the IT
Support Services Undertaking respectively, by attracting focused investors and strategic partners
having the necessary ability, experience and interests in the real estate and information technology
sectors respectively ;
independent and direct access to funding opportunities in the real estate sector including access to

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 In Re: V. Interglobe Enterprises Limited

capital markets and alternate platforms such as real estate investment trusts (REITs) ;
the amalgamation of the residual transferor-company into the transferee-company thereby leading to :
the creation of a single, consolidated aviation and allied activities business vertical within the
group ;
the consolidation of the promoter shareholding in a listed company (InterGlobe Aviation Ltd.)
thereby avoiding multiple disclosure and compliance requirements with respect to the
Securities and Exchange Board of India and the stock exchanges ; and
the consolidation of the group companies which are either core investment companies such as
the transferee-company or which may, over a period to time, become core investment
companies due to holding shares in group companies.
dedicated and specialised management focus on the specific needs of the respective businesses ; and
maximising the value and return to the shareholders and achieving operational efficiencies.
In order to achieve the objective, the Scheme seeks to undertake the following arrangements in the
sequence as specified below :

the demerger of the Real Estate Undertaking of the transferor-company which shall be transferred
and vest with the resulting subsidiary No. 1, on a going concern basis ;
the demerger of the IT Support Services Undertaking of the transferor-company which shall be
transferred and vested with the resulting subsidiary No. 2, on a going concern basis ; and
post the demerger of the above mentioned undertakings, the amalgamation of the residual transferor-
company into the transferee-company, on a going concern basis. Further, the transferee-company was
to assume the name of the transferor-company post the amalgamation.
3. In addition to the above, the scheme contemplates that upon the Scheme becoming effective, the equity
shares of the resulting subsidiary No. 1 and the resulting subsidiary No. 2 held by its shareholders,
respectively, shall stand cancelled and simultaneous to such cancellation, each of the resulting subsidiary
No. I and the resulting subsidiary No.2 shall issue to the shareholders of the transferor-company, 1 fully
paid-up equity share of Rs. 10 each for every 1 fully paid-up equity share of Rs. 100 each of the
transferor-company held by the shareholders of the transferor-company as on the demerger record date.
Further, upon the scheme becoming effective, the equity shares held by the transferor-company in the
transferee-company shall stand cancelled and simultaneous to such cancellation, the transferee-company
shall issue to the shareholders of the transferor-company, 65 fully paid-up equity shares of Rs. 10 each for
every 1 fully paid-up equity share of Rs. 100 each of the transferor-company held by the shareholders of
the transferor-company as on the merger record date. The scheme specifies the demerger appointed dale
and merger appointed date as April 2016.
4. A perusal of the petition also discloses that initially the application seeking the directions for dispensing
with the meetings of shareholders, secured and unsecured creditors of the petitioner companies were filed
before the hon’ble Jaipur Bench of the High Court of Rajasthan in the aforesaid application. The High
Court pursuant to its order dated 22nd July, 2016 in the aforesaid application, dispensed with the
requirement of holding meetings of shareholders of the transferor-company and also of the shareholders
and creditors (both secured and unsecured) of the resulting subsidiary No. 1, the resulting subsidiary No. 2
and the transferee-company. The High Court further directed convening of the meetings of the only secured
creditors and the unsecured creditors of the transferor-company to consider the Scheme.
5. Subsequent to the above order, the petitioner companies filed 2nd motion petition before the High Court.
The said petition was registered as S.B. C.O.P. 26 of 2016 and listed before the Jaipur Bench of the High
Court on 16th September, 2016. The High Court directed the petitioner-companies under sections 230 to
232 of the Companies Act, 2013 read with relevant Rules to issue Notice in the second motion petition to
the Regional Director, Northern Region, Ministry of Corporate Affairs, Registrar of Companies, Official
Liquidator and the Income-tax Department. The petitioner-companies were also directed vide said order to
carry out publication in English Daily Times of India (Jaipur edn.) and Hindi Daily Rajasthan Patrika (Jaipur
edn.).
6. The Regional Director has filed his report on 10th November, 2016. In his report RD has raised certain
observations on some clauses of the Scheme. The same were also responded to by the petitioner-companies
by way of a rejoinder affidavit. Similarly, the Official Liquidator has also filed its report on 14th December,

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 In Re: V. Interglobe Enterprises Limited

2016.
7. While the matter was listed for final hearing before High Court, the Central Government notified (a) the
provisions of sections 230-233 of the Companies Act, 2013 ; (b) the Companies (Transfer of Pending
Proceedings) Rules, 2016 ; and (c) the Companies (Removal of Difficulties) Fourth Order, 2016. All the
above rules, orders and provisions came into force with effect from 15th December, 2016. Hence, the
present proceedings stood transferred from the High Court of Rajasthan to this Tribunal.
8. In response to the observations of RD & OL the petitioner-companies have filed a rejoinder affidavit dated
1st December, 2016. The Regional Director and the Official Liquidator, in the above context, while agreeing
to the combination of the authorised share capital (ASC) of the transferor-company into the transferee-
company as per clause 12 of Part D of the Scheme, has, still, objected to the combination of the ASC of
the transferor-company to the extent of Rs. 50,00,00,000 into the resulting subsidiary No. 1 and separately,
the combination of the ASC of the transferor-company to the extent of Rs. 15,00,00,000 into the resulting
subsidiary No. 2 as per clause 13 of Part B and Clause 13 of Part C, respectively of the Scheme.
It has been submitted that legal position has now been accepted and clarified by the provisions of the
Companies Act, 2013, where under section 233(11) read with section 233(12) it is now provided that the
fees paid by a transferor-company on its ASC prior to a demerger can be set-off against the fees payable
by the transferee company on its ASC enhanced by the demerger. Therefore, the Central Government also
has accepted this legal position and on that basis learned counsel submitted that, the above-quoted
observation of the Regional Director and Official Liquidator would not be justified any longer.

In that regard, reliance has also been placed on the judgment rendered in the case of Elitecore
Technologies T Ltd, In re. [2012] 110 CLA 208 (Guj.) /[2013] 176 Comp Cas 297 (Guj.), where the hon’ble
Court while rejecting similar observations from the Regional Director, permitted combination of ASC of the
demerged company into the resulting company pursuant to the scheme of arrangement.

The relevant observations of the hon’ble High Court are as under :

“The principle of law laid down by the Courts in these judgments, namely that section 391 is a complete
code and the principle of Single Window Clearance permits all other formal requirements of the Companies
Act, required for implementing the Scheme to be formalised in a single petition would, in the view of this
Court, apply to cases of demerger as well as amalgamation.”

Further, reliance was also placed on judgment rendered by Delhi High Court in the case of Ashim
Investment Co. Ltd., In re. [2006] 73 CLA 37 (Del.)/[2007] 76 SCL 358 (Del.) and the Punjab and Haryana
High Court in the case of Max India Ltd., Taurus Ventures Ltd. and Capricorn Ventures Ltd. (CP No. 134
of 2015) wherein by similar clauses relating to combination of ASC of demerged company into the
transferee-company were permitted.

9. Secondly, para 2(e) of the RD’s Report states that clause 14 of Part D of the Scheme provides for “change
of name of the transferee-company”. It is revealed from the said clause that the Scheme has proposed that
the name of transferee-company shall be changed to “InterGlobe Enterprises (P.) Ltd. “ subject to the
approval of the concerned Registrar of Companies. RD states that the scheme has not clearly disclosed
about the payment of necessary fees (including fees and charges payable to the Registrar of Companies) in
compliance of section 13 of the Companies Act, 2013 by the transferee-company in this regard. It is,
therefore, submitted by the RD that the transferee-company should pay the necessary fees including other
fees and charges for alteration of its name to “InterGlobe Enterprises (P.) Ltd.” in compliance of section 13
of the Companies Act, 2013.
The petitioner-companies submitted that the RD, has observed that the transferee-company be directed to
comply with the relevant procedure prescribed under the Companies Act, 2013 in relation to change of its
name. The Regional Director has not raised any objection to change of name on the ground that it is
already being used by the transferor-company. The transferor-company has already given its consent to the
use of its name by the transferee-company vide its Board resolution dated 14th July, 2017. The transferee-
company too has passed a board resolution dated 14th July, 2017 approving the change of name to
“InterGlobe Enterprises” post the scheme becoming effective. It is further submitted that various High
Courts have unanimously held that sections 391-394 of the Companies Act, 1956 constitute a complete code

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 In Re: V. Interglobe Enterprises Limited

by themselves on the subject of arrangement, compromise and reconstruction which is intended to be in

the nature of a “single window clearance system”. The provisions are comprehensive enough to be able to
effectuate a change in the name of a company pursuant to a scheme of arrangement and amalgamation,
which would be a deemed compliance of the relevant company law provisions. In this regard, reliance may
be placed on the view taken by Bombay High Court in the case of PMP Auto Industries Ltd., In re. [1992]
7 CLA 94 (Bom.)/[1994] 80 Comp Cas 289 (Bom.) and Vasant Investment Corpn. Ltd. v. Official Liquidator,
Colaba Land & Mill Co. Ltd. [1981] 51 Comp Cas 20 (Bom.) which deal with the concept of single window
clearance, were referred. It was submitted that a perusal of the aforesaid judgments coupled with the fact
that this Tribunal under sections 230-233 of the Companies Act, 2013 has the same powers as the High
Court had under section 391-394 under Companies Act, 1956, clearly empower this Tribunal to sanction the
proposal of change of name. This is especially true when the holder of the name, i.e., to the transferor-
company has no objection to its use by the transferee-company. Learned counsel for the petitioner,
therefore, submitted that the observation of the Regional Director stands duly rebutted and the concerned
authorities be directed to permit and record the change of the name of the transferee-company in terms of
clause 14 of Part D of the Scheme, without any further deed or action. In addition to the above, rule 8(8)
of the Companies (Incorporation) Rules, 2014 states as follows :

“The names released on change of name by any company shall remain in data base and shall not be
allowed to be taken by any other company including the group company of the company who has changed
the name for a period, of three years from the date of change subject to specific direction from the
competent authority in the course of compromise, arrangement and amalgamation.”

Accordingly, the said provision provides for and gives discretion to this Tribunal to direct that the name of
the transferee-company be changed to the name of the transferor-company.

10. Thirdly, the Regional Director has observed that the Ministry of Corporate Affairs vide its General Circular
No. 1/2014 dated 15th January, 2014 and bearing reference No. F.No. 2/1/2014 has directed that the
Regional Director concerned shall invite specific comments from the Income-tax Department giving 15 days
time to the Income-tax Department to inform objections, for the proposed scheme under section 391 or 394
of the Companies Act, 1956, as the case may be and to file the report on behalf of the Central
Government accordingly. In this regard, this directorate vide letter dated 3rd October, 2016 had sent letter
to the Chief Commissioner of Income-tax, Jaipur, Rajasthan with a request to give specific comments of the
Income-tax Department about the proposed scheme. It is submitted that no reply has been received from
the Income-tax Department in this regard. The Tribunal may therefore, be pleased to direct the petitioner-
companies to undertake compliance of Income-tax Act, 1961 and rules framed thereunder.
In relation to paragraph 2(h) of the Report, the petitioner companies affirm and submit that they would
comply with of the provisions of the Income-tax Act, 1961 and rules framed thereunder in so far as
applicable to the Scheme. In fact the Scheme itself contains an undertaking to the effect that the Scheme
will comply and be interpreted in accordance with applicable tax laws. In addition, as stated above, in view
of the affidavit dated 16th May, 2017, where under the transferee-company has given an unequivocal
undertaking that it shall meet and discharge any tax liabilities in accordance with applicable law, that
stand transferred to it from the residual transferor-company pursuant to the proposed merger and that the
proposed merger shall not prejudice the rights of the Revenue Authorities to take appropriate recourse for
recovering the existing or previous tax liability of the transferor-company from the transferee-company, in
accordance with applicable law, the rights of the Revenue Authorities are completely protected. Hence, the
observation is duly addressed.

11. Fourthly, the transferor-company and the transferee-company have disclosed various contingent liabilities.
Accordingly, the Tribunal has been asked to direct the petitioner-companies to place on record all the
relevant facts in the matter and to satisfy that these contingent liabilities, in case they get invoked, will
not affect the financial position of the transferee-company adversely so as to impact the liquidity of the
transferee-company and its continuance as a going concern concept In response to the fourth observation,
it is submitted that while extracting the “notes forming part of the accounts” from the audited financial
statements of each of the transferor-company and the transferee-company for the period ending 31st March,

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 In Re: V. Interglobe Enterprises Limited

2016, some inadvertent typographical errors seem to have arisen in the RD’s Report, i.e., the notes
extracted did not relate to the petitioner-companies’ contingent liability. Therefore, the petitioner-companies
not only brought this to the attention of the Regional Director but also, only for the sake of completeness
of record resubmitted, the details of the actual contingent liabilities as stated in the “notes forming part of
the accounts“, contained in the audited financial statements of the transferor-company and the transferee-
company for the period ending 31st March, 2016. This was done in the prescribed format and was
enclosed as an annexure to the response to the RD’s report. In this regard it may be noted that as per
the above-referred audited financial statements of the transferor-company, the total contingent liability
towards statutory authorities, including direct tax and indirect tax authorities amount to Rs. 6,50,92,158,
out of which contingent liability of around Rs.4,59,05,000 stands discharged on account of the entire
demand having been quashed vide a favourable order of the UP VAT Appellate Authority dated 18th March,
2017. Therefore, as on date, the total contingent liabilities relating to direct and indirect tax demands is
around Rs. 1,91,87,158 only. A copy of the chart showing the contingent liabilities of the transferor-
company has been placed on record(also handed over at the hearing is annexed hereto as Annexure 2).
The pre-merger net-worth of the transferee-company as per its audited financial statements for 31st March,
2016 is around Rs. 413,20,18,000. Additionally, as a result of the proposed merger, net- assets of
transferor-company having a book value of around Rs 740.90 crore would stand transferred to and vested
with the transferee-company. The transferee-company would have significant net worth and financial
capability. Therefore, even the contingent liabilities referred to above fructify/crystalise and are invoked, the
same would not adversely affect the financial position of the transferee-company nor would it impact its
liquidity and continuance as a going concern concept.
12. The objections raised by the Regional Director and Official Liquidator would not survive, judicial scrutiny as
combination of ASC of the transferor-company into the transferee-company/resulting subsidiary No. 1 and
resulting subsidiary No. 2 because by a string of judgments of various High Courts, it is now settled that
Section 391 is a complete code and the principle of single window clearance permits all other formal
requirements of the Companies Act, 2013 to be completed. It has been specifically held by Punjab &
Haryana High Court in the case of Max India Ltd. (supra) that combination of authorised share capital of
demerged company into transferee-company was permissible. Therefore, the objection raised by the Regional
Director cannot be accepted.
13. Likewise the objection with respect to change of name of the transferee-company by adopting the name of
the transferor-company would also be permissible and reliance has rightly been placed on the Judgment of
Bombay High Court in the case of P&P Auto Industries (supra). The Tribunal has thus similar powers to
sanction the proposal containing change of name. Moreover, from a perusal of rule 8(8) of the Companies
(Incorporation) Rules, 2014 it is evident that the names released on change of name by any company
including the group company of the company are not to be allowed to be taken by any other company
including group company which is subject to specific direction from the competent authority in the course
of compromise, arrangements and amalgamation. Accordingly we are of the view that since there is no
misuse the transferee-company would qualify to use the name of the transferor-company. Accordingly we
issue direction to the authorities to do the needful subject to compliance with the procedural part.
14. The petitioner-companies have also undertaken to comply with the provisions of Income-tax act and the
Rules framed thereunder insofar as applicable to the instant Scheme. An undertaking has also been filed by
the transferee-company in that regard vide affidavit dated 16th May, 2017. Therefore, aforesaid objection
also stands satisfied.
15. The last objection of the Regional Director is with respect to contingent liabilities. It has been highlighted
that the total contingent liabilities concerning direct tax and indirect tax demands is around Rs. 191,87,158
only whereas the transferee-company as per its audited financial statement has pre merger net worth of
Rs. 4,13,20,18,000. After the merger, net assets of transferor-company having book value of around Rs.
740.90 crore would stand transferred to and vested with the transferee-company. Therefore, the transferee
company would have more than adequate liquidity to meet the contingent liability of tax demand. An
undertaking to that effect has also been filed stating that the contingent liabilities would not adversely
affect the financial position of transferee-company nor would it impact its liquidity as it would continue as
a going concern.
16. Also, the second observation by OL is that N C Jain & Associates, chartered accountants in para 6 of their

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 In Re: V. Interglobe Enterprises Limited

report submitted that the transferor-company has evaluated the investment “Works of Art” (paintings) at its
book value. In the absence of said valuation certificate, the diminution in value of painting items is
unverifiable and as a consequence NAV of residual transferor-company and exchange ratio proposed in the
scheme is likely to be affected to that extent.
In response to the observation of OL it has been submitted that there is no legal prohibition on valuation
of works of art/paintings based on the book value method. Further, it is a settled principle of law that in
the absence of anything shown highlighting that the valuation has been obtained by fraud and/or it is
otherwise mala fide, the mere fact that the valuation done by a different method might have led to a
different conclusion would not warrant interference of courts. Further, courts have time and again held that
valuation undertaken for determination of the share exchange ratio in an amalgamation is a highly
technical and complex exercise conducted by experts, viz., accountants, based on their technical skills and
expertise which the courts do not possess. Moreover, courts have consistently held that where such
valuation has been approved by the board of directors and the majority of shareholders of the concerned
companies, the courts would not be inclined to interfere with the underlying valuation, particularly when no
mistake of fatal nature has been pointed out in the said valuation and the valuation/scheme is not
prejudicial to the interests of the public at large. This is even more true in the case of the petitioner-
companies, which are closely held companies within the same group. In this regard, we draw support
placed on the following decisions which have been cited by Mr. Kathpalia :

Supreme Court of India in Miheer H Mafallal v. Mafailal Industries Ltd. [1996] 23 CLA 1
(SC)/[1997] 1 SCC 579 ;
Supreme Court of India in Hindustan Lever Employees Union v. Hinduslran Lever Ltd. [1994] 15
CLA 318 (SC)/[1995] Sipp (I) SCC 499 ; and
Hon’ble High Court of Delhi in Seil Ltd., In re. [2004] 72 DRJ 1329.
It is further submitted that generally there is no diminution in value of works of art/paintings, and the
same are generally valued at cost since there is no ready market available. Therefore, the apprehension of
the Official Liquidator that any diminution in the value of works of art over a period time may impact the
share exchange ratio seems misplaced. Further, given the fact that the net asset value (‘NAV’) of the
residual transferor-company is fairly significant, even if there were to be any appreciation in the value of
the work of art/painting over and above its book value, it is submitted that the same would not have any
impact on the share exchange ratio.

Without prejudice to the above submissions, it is submitted that the value of the concerned “Works of Art”
(Paintings) (i.e., the three paintings owned by the transferor-company), as per the valuation undertaken by
B Y & Associates, chartered accountants, is Rs. 42.95 crore, whereas, the aggregate value of such “works
of art” as per valuation reports issued by Dr. S N Bansal, a Government approved valuer, is Rs. 43 crore.
The difference in the two valuations is insignificant and unlikely to impact the overall valuation arrived at
for the proposed merger or the relevant share exchange ratio.

Having noticed the arguments of the counsel for the petitioner we are of the view that there is no legal
prohibition on valuation of works of art and paintings based on the book value method. In any case, the
difference in two valuations is insignificant. According to the valuation undertaken by B Y & Associates,
chartered accountants, it is 42.95 crore whereas the aggregate value of such works of art according to Dr.
S N Bansal is Rs. 43 crore. We accept the submission advanced by Mr. Kathpalia that it is unlikely to
have any impact on the share exchange ratio particularly when the NAV of the residual transferor-company
is fairly significant, even if there were to be any appreciation in the value of the work of art/painting over
and above its book value.

The Official Liquidator has also slated that no objection against the proposed scheme of amalgamation from
any person or party interested in the Scheme in any manner has been received and that the affairs of the
transferor-companies do not appear to have been conducted in a manner prejudicial to the interest of its
members, creditors or public interest.

17. 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 and Official

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 In Re: V. Interglobe Enterprises Limited

Liquidator whereby no objections have been raised to the proposed Scheme, there appears to be no
impediment to grant sanction to the scheme. However, the Companies shall remain bound by the
undertaking filed by each one of them. Consequently, sanction is hereby granted to the Scheme under
section 230 to 232 of the Companies Act, 1956. The petitioners shall however remain bound to comply
with the statutory requirements in accordance with law.
18. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment,
statutory rule or regulation, the sanction granted by this court to the scheme will not come in the way of
action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of
the petitioners.
19. While approving the scheme as above, we further clarify that this order should not be construed as an
order in any way granting exemption from payment of stamp duty, taxes including VAT/GST or other
charges, if any, and payment in accordance with law or in respect to any permission/ compliance with any
other requirement which may be specifically required under any law.
20. This Tribunal, do further order [with respect to Demerger of Real Estate Undertaking of the transferor-
company into resulting subsidiary No. 11 :
That all the property, rights and powers of the Real Estate Undertaking of the transferor-company
be transferred without further act or deed, to the resulting subsidiary No. land accordingly the same
shall pursuant to section 232 of 2013 Act, be transferred to and vest in the resulting company for
all the intents and interests of the demerged undertaking of demerged company therein but subject
nevertheless to all charges now affecting the same ; and
That all the liabilities and duties of Real Estate Undertaking of the transferor-company be
transferred without further act or deed, to the resulting subsidiary No. 1 and accordingly the same
shall pursuant to section 232 of the Act, be transferred to and become the liabilities and duties of
the resulting subsidiary No. 1 ; and
That all proceedings now pending by or against the Real Estate Undertaking of the transferor-
company be continued by or against the resulting subsidiary No. 1 ; and
That petitioner/resulting company shall tile within thirty days of the date of the receipt of this order
cause a certified copy of this order to be delivered to the Registrar of Companies ; and
That any person interested shall be at liberty to apply to the Tribunal in the above matter for any
directions that may be necessary.
21. This Tribunal do further order [with respect to demerger of IT Support Services Undertaking of the
transferor-company into resulting subsidiary No. 2] :
That all the property, rights and powers of the IT Support Services Undertaking of the transferor-
company be transferred without further act or deed, to the resulting subsidiary No. 2 and
accordingly the same shall pursuant to section 232 of 2013 Act, be transferred to and vest in the
resulting company for all the intents and interests of the demerged undertaking of demerged
company therein but subject nevertheless to all charges now affecting the same ; and
That all the liabilities and duties of IT Support Services Undertaking of the transferor-company be
transferred without further act or deed, to the resulting subsidiary No. 2 and accordingly the same
shall pursuant to section 232 of the Act, be transferred to and become the liabilities and duties of
the resulting subsidiary No. 2 ; and
That all proceedings now pending by or against the IT Support Services Undertaking of the
transferor-company be continued by or against the resulting subsidiary No. 2 ; and
That petitioner/resulting company shall file within thirty days of the date of the receipt of this order
and cause a certified copy of this order to be delivered to the Registrar of Companies ; and
That any person interested shall be at liberty to apply to the Tribunal in the above matter for any
directions that may be necessary.
22. This Tribunal do further order [with respect to amalgamation of residual transferor-company into transferee-
company] :
That in terms of the scheme :

That all the property, rights and powers of the residual transferor-company be transferred without
further act or deed to the transferee-company and accordingly the same shall pursuant to section

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 In Re: V. Interglobe Enterprises Limited

232 of Act, be transferred to and vested in the transferee-company for all intents and interest of the
residual transferor-company therein but subject nevertheless to all charges now affecting the same ;
and
That all the liabilities of the residual transferor-company be transferred without further act or deed
to the transferee-company and accordingly the same shall pursuant to section 232 of the Act, be
transferred to and become the liabilities and duties of the transferee-company ; and
That all proceedings now pending by or against the residual transferor-company be continued by or
against the transferee-company ; and
That petitioner-companies shall within thirty days of the date of the receipt of this order cause a
certified copy of this order to be delivered to the Registrar of Companies for registration and the
residual transferor-company on such certified copy being so delivered shall deemed to be dissolved.
The Registrar of Companies shall place all documents relating to the transferor-company and
registered with him on file kept by him in relation to the transferee-company and files relating to
the petitioner-companies shall be consolidated accordingly ;
The petition stands disposed of in the above terms.

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