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TMI Blog2020 (5) TMI 40X X X X Extracts X X X X X X X X Extracts X X X X ..... ant to provisions of sections 230 to 232 of the Companies Act, 2013 read with rule 16 of the Companies (Compromise, Arrangement and Amalgamations) Rules, 2016 in respect of the petitioner/transferor company has furnished his response by way of affidavit on August 9, 2019 and has made observation in stating, inter alia, therein that he has no objection to the proposed scheme of amalgamation. In the view of the facts stated above in absence of any objection from the authorities concerned and since the requisite compliances have been fulfilled, the scheme of the amalgamation mentioned in this petition is sanctioned by this Bench to be binding with effect from April 1, 2018 on the transferor company and their shareholders and all concerned - petition disposed off. - C. P. (CAA) No. 8 /GB/ 2019 in C. A. (CAA) No. 5 /GB/ 2019. - - - Dated:- 5-11-2019 - Venkata Subba Rao Hari (Judicial Member) For the Applicants : Bishal Harlalka and Amit Pareek , Company Secretary For the Regional Director, NER. : Dr. Ramesh Kumar , Registrar of Companies/OL, NER. Mohd. Shakeel , Deputy Director ORDER VENKATA SUBBA RAO HARI (JUDICIAL MEMBER). - 1. This application has ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fficient utilization of resources and facilities as the companies concerned would be able to combine their resources, expand their activities, rationalize and streamline their management, business and finances as well as eliminate duplication of work in areas like accounts, company law and tax assessments, common administrative services, reduction in regulatory/procedural compliances and accordingly lead to synchronization of efforts to achieve uniform corporate policy and ease in decision making at the group level which will enhance the share value for the benefit of the shareholders. (e) Considering the above, this scheme will be beneficial to the company concerned, their shareholders and all other concerned stakeholders. (f) The proposed scheme of amalgamation of both transferor companies Nos. 1 and 2 and the transferee company is among the companies whose shareholding is closely held by the common share holders of family group. Hence, the proposed scheme of amalgamation shall not prejudicially or adversely affect the interest of any person or the public at large. 5. It appears from the record that no proceedings are pending against any of the applicant-companies. None ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Ministry of Corporate Affairs, New Delhi, a letter was forwarded to the Income- tax Department on August 9, 2019 with a request to forward its comments/observations/objections in the matter of scheme of amalgamation. However, the said authority has not forwarded its comments/observations/objections to this directorate till date. (c) That it is submitted that as per memorandum of association of transferor company No. 1 and transferor company No. 2 the main objects, inter alia, contain business activities of an investment trust company, underwriting, to act as financial advisor/consultant, to reserve money of deposit at interest or otherwise for fixed period and lend money, etc. It is stated that a letter was forwarded to the Reserve Bank of India on August 9, 2019 with a request to forward its comments/observations/objections in the matter of scheme of amalgamation. However, the said authority has not forwarded its comments/ observation/objections to this directorate till date. (d) That it is submitted that as per clause 1 of Part I of the scheme, the appointed date has been fixed as April 1, 2018. However, in the valuation report dated December 31, 2018 given by M/s. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d other employees of the transferor companies in service on date immediately preceding the date on which the scheme finally take effect shall become the employees of the transferee company without any break or interruption in their service. (d) That, as per clause 4 of scheme issue of new equity share by the transferee company shall be as follows : 'One fully paid-up equity share of ₹ 100 each of transferee com pany shall be issued and allotted for every 40 fully paid-up equity shares of ₹ 10 each held in transferor company No. 1 Arthyug Advisory Ltd. and two fully paid-up equity share of ₹ 100 each of transferee company shall be paid issued and allotted for every 1 fully paid equity shares of ₹ 10 each held in transferor company No. 2 Purbanchal Advisory Services P. Ltd. ' (e) That the appointed/transfer date of the scheme is the April 1, 2018. (f) That on receipt of the said notice, the petitioner-companies were intimated vide this office letter No. OL/GUW/MER/882, dated September 3, 2019 to furnish certain information/records for the purpose of preparing the required report. Accordingly, the petitioner- companies have furnished the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ble National Company Law Tribunal. (o) That the official liquidator on the basis of information submit ted by the petitioner-companies is of the view that the affairs the aforesaid transferor company does not appear to have been con ducted in a manner prejudicial to the interest of its members or to the public interest as per the provisions of the Companies Act, 1956/the Companies Act, 2013 whichever is applicable. (p) That in view of the submission made above the hon'ble National Company Law Tribunal may like to pass such order/orders as deemed fit and proper in the facts and circumstances of the case. 11. It is evident from the records that in spite of the notice served upon the Income-tax Department, no reply has been received. 12. We have heard learned counsel for the petitioner. In the view of the facts stated above in absence of any objection from the authorities concerned and since the requisite compliances have been fulfilled we render the following orders in terms of the prayers made in the petition : ORDER (a) The scheme of the amalgamation mentioned in this petition is sanctioned by this Bench to be binding with effect from April 1, 2018 on the tra ..... X X X X Extracts X X X X X X X X Extracts X X X X
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