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TMI Blog2019 (3) TMI 1629X X X X Extracts X X X X X X X X Extracts X X X X ..... d under Section 447 and 448 of the Companies Act, 2013 shall be initiated against the Transferee Company and Transferor Company and and all its directors for punishment under Section 449 of the Companies Act, 2013. Application disposed off. - CA (CAA) No.1074/KB/2018 - - - Dated:- 4-3-2019 - Madan Gosavi, J. For the Applicant/ Petitioners Ms. Manju Bhuteria, Advocate And Mr. N. Gurumurthy, FCA ORDER Madan Gosavi, The object of this application is to ultimately obtain sanction of the Tribunal to the Scheme of Amalgamation whereby the Transferor Company will be merged/ amalgamated with Transferee Company with Transfer Date or Appointed Date on 1st April, 2018. 2. It is stated in the application that the reasons that have necessitated and/or justified the said Scheme of Amalgamation, inter alia, as follows: a. Both the Transferor Company and the Transferee Company are Non-Banking Finance Company duly registered with Reserve Bank of India and presently engaged in investing and financing activities. The business of the Transferor Company and the Transferee Company can be combined/adjusted and carried forward conveni ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Scheme would benefit their shareholders, creditors, employees and the general public. 5. It is stated in the application that the Board of Directors of the Applicant Companies have passed resolution approving the Scheme of Amalgamation whereby the Transferor Company will amalgamate with the Transferee Company. 6. The Board of Directors of the Company have passed the Resolution on the following dates: 7. Companies Date of Passing Transferee Company 30th July 2018 Transferor Com an 30th Jul 2018 A copy of the resolution passed by the Board of Directors of the applicant companies approving the Scheme of Amalgamation is annexed with the application as Letter -F. 8. It is stated in the application that the assets of the applicant companies are sufficient to meet all their liabilities and the said Scheme will not adversely affect the rights of any of the creditors of any of the applicant companies in any manner whatsoever. 9. It is stated in the application that there will not ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ified by the statutory auditors and affidavit of consent by all equity shareholders of the Transferor Company is annexed annexed with the application as Letter -I. 18. It is further stated in the application that Transferee Company have NIL Secured Creditor as on 31/8/2018. A certificate from the statutory auditor of the Company certifying NIL Secured Creditor as on 31/8/2018 is annexed annexed with the application as Letter - J. 19. It is further stated in the application that Transferee Company have 11 Unsecured Creditors aggregating to ₹ 9,37,32,287/- as on 31/8/2018 have given their consent by way of affidavit representing 100% of the total unsecured creditors to the proposed Scheme of Amalgamation. A certificate from the statutory auditor of the Company certifying the Secured Creditor as on 10 th September 2018 together with the affidavit of consent by the Unsecured Creditor is annexed annexed with the application as Letter -J. 20. It is further stated in the application that Transferor Company are having NIL Secured Creditors as on 31/8/2018. The Transferor Company have 5 unsecured creditors as on 31/8/2018 amounting to ₹ 1,94,11,210/-. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... heme of Amalgamation by sending the same by hand delivery through special messenger or by registered post or speed post within 7 days from the date of this order for filing their representations, if any, on the petition. Notice along with the copy of the application and other related documents with PAN Numbers of the Applicant Companies should be served upon the Chief Commissioner of Income Tax Department by e mail and Speed Post or by Messenger. Petitioner Companies are also directed to mention their respective PAN Number everywhere. (vi) The notice shall specify that representations, if any, should be filed before this Tribunal within 30 days of date of receipt of the notice with a copy of such representations being sent simultaneously to the petitioners and/or their Authorised Representatives. If no such representations are received by the Tribunal within the said period, it shall be presumed that such authorities have no representations to make on the Scheme of Amalgamation. (vii) All Petitioner Companies at least 7 days before the date of hearing of the petition shall file affidavit of service in relation to the service of notices on the Authorities specif ..... X X X X Extracts X X X X X X X X Extracts X X X X
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