9911796707
TMI Blog2019 (1) TMI 1808X X X X Extracts X X X X X X X X Extracts X X X X ..... 0-232 of the Companies Act, 2013 for the Scheme of Amalgamation (hereinafter as the Scheme) of M/s. Venexa Technologies Private Limited having CIN : U25199PN2015PTC154884 (hereinafter as the 1st Transferor Company) and M/s. Martiza Polymers Private Limited (hereinafter as the 2nd Transferor Company) having CIN : U24233PN2014PTC153028 with M/s. Nand Composites Private Limited having CIN : U24296PN1996PTC100509 (hereinafter as the Transferee Company) and with their respective Shareholders. 2. The 1st Transferor Company is incorporated on 30.04.2015 and having Registered Office at 'Shed No. W-114, MIDC, S Block, Bhosari, Pune, Maharashtra - 411026'. The 1st Transferor Company is inter alia engaged in the business of manufacturing in India or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n assets / business and has related infrastructures with the Transferee Company. The proposed merger will create a synergy to the Transferor Companies as well as Transferee Company which will enable these business activities to sustain as well as grow at a faster pace. (b) The proposed merger will provide greater financial strength to the businesses of the Transferor Companies. The financial resources of the Companies will be conveniently merged and pooled together leading to a more effective and centralized management and reduction of administrative and manpower expenses and overheads, which are presently being multiplicated because of separate entities. (c) The proposed merger will create a company having diversified portfolio of busi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ich are as under: a. In addition to compliance of AS-14 (IND AS-103), the Transferee Company shall pass such accounting entries which are necessary in connection with the Scheme to comply with other applicable Accounting Standards such as AS-5 (IND AS-8) etc.; b. As per Part-I- Clause-1(1.2,1.5 & 1.8) Definitions of the scheme "Appointed Date" for the purpose of this scheme and for Income Tax Act,1961 the "Appointed date" means 1st April, 2019. "Effective Date" means the last of the dates on which the certified or authenticated copy of the order of the NCLT or any other Competent Authority, as the case may be, sanctioning this Scheme are filed with the Registrar of the Companies by the Transferor Companies and Transferee Company. Any ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... comply the provisions of section. d. Hon'ble NCLT may kindly direct the petitioners to file an affidavit to the extent that the Scheme enclosed to Company Application & Company Petition, are one and same and there is no discrepancy/any change/ changes are made, for changes if any, liberty be given to Central Government to file further report if any required; e. The Petitioners under provisions of section 230(5) of The Companies Act, 2013 have to serve notices to concerned authorities which are likely to be affected by Amalgamation. Further the approval of the scheme by this Hon'ble tribunal may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such Authorities is bindin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Regional Director is concerned, the Petitioner Companies confirm and undertake that the scheme enclosed to the Company Application and Company Petition are one and the same and there is no discrepancy/changes or deviation. h) Apropos the observations of the Regional Director made in paragraph IV (e) is concerned, the Petitioner Company submit that in accordance with Section 230 (5) of the Companies Act, 2013 and Order passed by this Tribunal on 13.11.2019, the Petitioner Companies have served notices to all such relevant authorities:- (i) Regional Director, Western Region, (ii) Registrar of Companies, Pune (iii) to the concerned Income Tax department (iv) shareholders of Petitioner Companies and (v) Creditors of Petitioner Companies. Peti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s the Petitioner Companies to comply with the provisions / statements which the Petitioner Companies undertake therein. c) The Consideration for the Scheme shall be as follows: i) Upon this Scheme becomes effective the Transferee Company shall issue and allot 7 fully paid-up Equity Shares of Rs. 100/- each in the Transferee Company for every 67 fully paid-up Equity Shares of Rs. 10/- each held to each Shareholder of the 1st Transferor Company. ii) Upon this Scheme become effective the Transferee Company shall issue and allot 1 fully paid-up Equity Share of Rs. 100/- each in the Transferee Company for every 60 fully paid-up Equity Shares of Rs. 10/- each held to each Shareholder of the 2nd Transferor Company. d) The Transferor Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
