9911796707
TMI Blog2020 (11) TMI 12X X X X Extracts X X X X X X X X Extracts X X X X ..... 32 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, for the purpose of the approval of the Scheme of Amalgamation of Transferor Companies into Transferee Company. 2. From the records, it is seen that the First Motion application was filed before this Tribunal vide CA (CAA)- 163(ND)2019 under Sections 230- 232 of the Companies Act, 2013 and vide order dated 04.12.2019 of this Tribunal, the meetings of the Equity Shareholders of all the Petitioner Companies, Unsecured Creditors of the Petitioner Companies no. 1,3 and 4 were dispensed with. In view of the absence of any Secured Creditors of all the Petitioner Companies and in view of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Regional Director filed its representation dated 27.02.2020 and submitted that as per the report of the Registrar of Companies the filling position of all the petitioner companies areupto date and no prosecution has been filed against the petitioner companies and no investigation is pending. The Regional Director has made the following observation: i. Para 31 of the report of Registrar of Companies it is stated that: " It has been observed frome-records on MCA-21 that none of these companies have filed Form BEN-2 regarding declaration required to be filed by these companies under Section 90 of the Companies Act, 2013 read with Rule 4 of the Companies (Significant Beneficial Owners) Rules, 2018." The Petitioner vide its Affidavit fil ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ers or to public interest as per the provisions of the Companies Act, 1956/ Companies Act, 2013. 8. In the petition it has been affirmed that no proceedings for inspection, inquiry or investigation under the provisions of the Companies Act, 2013 or under the provisions of the Companies Act, 1956 are pending against the Petitioner Companies. 9. Certificates of respective statutory auditors of all the petitioner companies have been placed on record to the effect that accounting treatment proposed in the Scheme of Amalgamation is in conformity with the accounting standard notified by the Central Government as specified under the provisions of Section 133 of the Companies Act, 2013. 10. In view of the foregoing, upon considering the approval ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ll the transferor companies, 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, be transferred to and vets in the transferee company. c) That Transferee Company shall issue shares to the shareholders of the respective Transferor Companies in the following manner: No. of Equity shares to be issued Issued to 797 Equity shares of Rs. 10/- each fully paid up Shareholders of Transferor Company No.1 for every 100 equity share of Rs. 10/- each, held by the said shareholder 422 Equity Shares of Rs. 10/- each fully paid-up Shareholder of Transferor Company No.2 for every 100 equity share of Rs. 10/- each, held by the said shareholder 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
