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TMI Blog2020 (10) TMI 175X X X X Extracts X X X X X X X X Extracts X X X X ..... gamations) Rules 2016. The instant Company Petition in the matter of the Scheme of Amalgamation by virtue of which of M/s. Eversendai Frontiers Private Limited (hereafter referred as "Transferor Company") with M/s. Eversendai Constructions Private Limited (hereafter referred as "Transferee Company") as a going concern. 2. The Transferor Company viz., M/s. Eversendai Frontiers Private Limited, is a Private Limited Company, it was incorporated on 11.07.2014, under the Companies Act, 2013, having its registered office at Plot No. 1 & 2, the Lords, 5th Floor, Thiruvika Industrial Estate, Ekkatuthangal, Gundy, Chennai-600032 in the state of Tamilnadu. The main objects of the Transferor Company is set out in clause III (a) of its Memorandum of A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny separately and filed the result of meeting before this bench. The Transferor Company has no Secured Creditor and furnished a certificate from a Chartered Accountant to this effect. In respect of the Transferee Company in CA/1024/CAA/2019 this Tribunal had ordered the convening, holding and conducting meetings of the Equity Shareholders, Secured Creditors and unsecured secured creditors of Transferee Company. The chairman has convened and held the meeting of the shareholders Secured Creditors and unsecured creditors of the Transferee Company separately and filed the result of meetings before this bench. The Applicant Companies have complied with all the orders passed by the Bench. 5. On perusal of the rationale of the scheme of Amalgamat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es of various applicable laws and group structuring; and vii) To avoid cascading effects of multiple taxes in proposed GST; and viii) Cash flow generated by the combined business can be developed more efficiently to fund organic and inorganic growth opportunities. 6. There is no investigation or proceeding pending against the companies under the provisions of the Companies Act, 1956 and or the Companies Act, 2013 or by the Registrar of the Companies, Tami Nadu. 7. The Regional Director, Southern Region (In short, 7RD7) in the Report Affidavit (for brevity, 'Report7) dated 17.01.2020 submitted that as per records of ROC, Chennai, the Transferor and Transferee Companies are regular in filing their statutory returns and no investigat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e with normally accepted accounting principles and policies in accordance with the requirements of the Companies Act, 1956 & Companies Act, 2013 and also the affairs of the company have not been conducted in a manner prejudicial to the interest of its members, creditors or to public interest. 10. The OL further submitted that as per terms of the Scheme of Amalgamation, upon the scheme becoming effective the shareholders of the Transferor Company will get "For every 1 share ofEFPL, 46 Equity Share ofECPL shall be allotted to the Shareholders of the EFPL, in which the One Share held by ECPL in EFPL will stand cancel". The Chartered Accountants are of the opinion that the affairs of Transferor Company have not been conducted in a manner preju ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eholders. 14. While approving the scheme as above, we further clarify that this order will not be construed as an order granting exemption from payment of stamp duty or taxes or any other charges, if payable, as per the relevant provisions of law or from any applicable permissions that may have to be obtained or, even compliances that may have to be made as per the mandate of law. 15. The Transferor Company shall be dissolved without winding up from the date of the filing of the certified copy of this order with the Registrar of Companies 16. The Company to the said Scheme or other person interested, shall be at liberty to apply to this Bench for any direction that may be necessary with regard to the working of the said Scheme. The Petit ..... X X X X Extracts X X X X X X X X Extracts X X X X
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