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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 ..... and their respective share- holders. 2. Learned counsel for the petitioners submits that the object of the petition is to obtain sanction of the scheme of amalgamation of the above noted petitioners whereby and where under it is proposed to transfer the business of the transferor company and all the properties, assets, rights and claim to the transferee company on the terms and conditions fully stated in the scheme of amalgamation, copy annexed to the petition marked as annexure "L" at pages 238 to 264. 3. Learned counsel further submits that the board of directors of the petitioner-company in their respective meetings held on Monday, December 31, 2018 approved the scheme of amalgamation between Arthyug Advisory Ltd. (transferor No. 1) and Purbanchal Advisory Services P. Ltd. (transferor No. 2) with Sandeep Commercial P. Ltd. (transferee) and their respective shareholders. Copies of the respective board resolution are annexed with the petition and marked as annexure "R" at pages 289 to 297. 4. The proposed scheme of amalgamation is aimed at achieving the following objectives : "(a) The proposed scheme would strengthen and consolidate the position of the transferor company and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ner of Income-tax-II/official liquidator having jurisdiction over the transferor company and to the Reserve Bank of India. 8. In compliance with the order dated August 1, 2019 the petitioner-companies have filed affidavit of service affirmed on October 9, 2019 evidencing service of notice upon the Central Government through the Regional Director NER, Ministry of Corporate Affairs, Registrar of Companies, Shillong, Official Liquidator, Income-tax Department, Reserve Bank of India, by speed post and through hand delivery at their respective addresses. 9. On perusal of the record it is also revealed that the Regional Director, NER Ministry of Corporate Affairs has furnished his response by way of affidavit dated September 6, 2019 and has made observation in paragraph 2 stating, inter alia, therein that they have no objection to the proposed scheme of amalgamation. The same is reproduced below : "(I) Bibekananda Mohanty, son of C. C. Mohanty, aged about 56 years working for gain as Regional Director, North Eastern Region, Ministry of Corporate Affairs at Guwahati, having my office at 5th Floor Prithvi Planet, Behind Hanuman Mandir, Ulubari, Guwahati- 781 007 do hereby solemnly affi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed that on examination of the proposed scheme of amalgamation, the Central Government has decided that the instant petition/scheme need not be opposed subject to observations made in preceding paragraphs." 10. On further perusal of the record has revealed that the official liquidator pursuant 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. The same is reproduced below : "(a) That the notice of common petition filed by the petitioner- companies before National Company Law Tribunal, Guwahati Bench for obtaining sanction of the proposed scheme of amalgamation of Sandeep Commercial P. Ltd. (hereafter referred to as the transferee company) with Arthyug Advisory Ltd. (hereinafter referred as transferor company No. 1) and Purbanchal Advisory Services P. Ltd. (hereinafter referred to as transferor company No. 2) under sections 230 to 232 under the Com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 0. The company is having its registered office at Office No. 401, 4th Floor, Anupam Building Bharalumukh, Guwahati-781 009 which falls within the jurisdiction of this hon'ble Tribunal. (i) That one of the main objects of transferor companies is to carry on the business an investment trust company and to act as financial consultants, management consultants and also provide, advice, ser vices consultancy in various fields. (j) That the transferee company-Sandeep Commercial P. Ltd. (hereinafter referred to as petitioner/transferee company) was originally incorporated under the provisions of the Companies Act, 1956 on January 13, 1997. The company is having its registered office situated at Dewan Patty, Fancy Bazar, Guwahati, Kamrup-781 001 which falls within the jurisdiction of this hon'ble Tribunal. (k) That one of the main object of the transferee company is to carry business of contractors and builders and also work as an agent for Indian and foreign principals for sale, purchase exports and import of commodities and merchandise of all kinds and description. (l) That as per clause 13 of the scheme of amalgamation the authorised share capital of transferor companies ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any can be transferred without further act or deed to the transferee company and accordingly the same shall pursuant to section 232 of the Companies Act, 2013 read with (Compromise, Arrangement and Amalgamations) Rules, 2016, be transferred to and become the liabilities and duties of the transferee company ; (d) That all the proceedings and/or suits appeals now pending by or against the transferor company shall be continued by or against the transferee company ; (e) The scheme does not envisage any allotment of shares in as much as the paid-up share capital of the transferor company shall stand cancelled against investment of the transferee company, however the authorised share capital of the transferee company shall increase by the authorised capital of the transferor company without any payment of fee ; (f) The schedule of assets in respect of transferor company shall be filed within a period of 60 days from the date of the order made herein ; (g) The transferor company, namely, Arthyug Advisory Ltd., and San deep Commercial P. Ltd., shall stand dissolved from the appointed date ; (h) The transferor company shall, within 30 days after the date of obtaining the certified ..... X X X X Extracts X X X X X X X X Extracts X X X X
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