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TMI Blog2020 (11) TMI 61X X X X Extracts X X X X X X X X Extracts X X X X ..... mation of Blue Point Leasings Limited(Petitioner Company No.1/Transferor Company No.1), Gold Rock Metals Limited(Petitioner Company No.2/Transferor Company No.2), Sugata Investments Limited(Petitioner Company No.3/Transferor Company No.3), Gold Rock World Trade Limited(Petitioner Company No.4/Transferor Company No.4), Gold Rock Agro-Tech Limited(Petitioner Company No.5/Transferor Company No.5), Picanova Investments PrivateLimited(Petitioner Company No.6/Transferor Company No.6), and Tridhar Finance and Trading Limited(Petitioner Company No.7/Transferor Company No.7) with Gold Rock Investments Limited (Petitioner Company No.8/Transferee Company)and their respective shareholders. The Petitioner No.1 to 8 are collectively referred to as "Petitioner Companies." 4. The Petitioner Companies have approved the said Scheme by passing respective Board Resolutions and thereafter they have approached this Tribunal by the captioned Petition for sanction of the Scheme. 5. The Transferor Company No.1 was engaged in securities investment business and other related activities. The Company was registered with the Reserve Bank of India (RBI) as a non-deposit accepting Non-Banking Finance Company (N ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ised and a large company including elimination of duplicate work, reduction in overheads, better and more productive utilisation of financial, human and other resource and enhancement of overall business efficiency. The proposed Scheme will enable these Companies to combine their managerial and operating strength, to build a wider capital and financial base and to promote and secure overall growth. (e) The proposed amalgamation would enhance the shareholders' value of the Transferor and the Transferee Companies. (f) The proposed Scheme of Amalgamation will have beneficial impact on the Transferor and the Transferee Companies, their shareholders, employees and other stakeholders and all concerned. 7. The Petitioner Companies further submits that the Petition had been filed in consonance with the Order dated 27th November, 2019 passed by this Tribunal in the connected CA (CAA)3376/MB.V/2019. 8. The Petitioner Companies states that the Petitioner Companies have complied with all requirements as per the directions of this Tribunal and have filed necessary Affidavits confirming compliance. 9. The Regional Director has also filed his Report dated 29th June 2020 (Report),stating th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Further, the approval of the scheme by this 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 binding on the Petitioner Company(s). (f) The Hon'ble Tribunal may kindly seek the undertaking that this Scheme is approved by the requisite majority of members and creditors as per section 230(6) of the Act in the meetings duly held in terms of Section 230(1) read with sun-section (3) to (5) of Section 230 of the Act and the minutes thereof are duly placed before the Tribunal. (g) Gold Rock Investments Limited("Gold Rock Investments" or"Transferee Company) is a listed Company, in view of theprovisionsofsection230(5)ofthe CompaniesAct,2013 r/w rule8 of the Companies (Compromise, Arrangement andAmalgamations)Rules, 2016 Hon'ble NCLT may kindly issuenotice to other sectorial regulators or authorities (The Securities and Exchange Board of India, Bombay Stock Exchange Limited and National Stock Exchange of India and/or pass appropriate orders/orders as deem fit; (h) As Blue Point Leasings Limited, ("Blue Point" or "Transferor Company No.1") Gold Rock Metals Limited("Gold Rock Metals " ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n paragraph IV (d) of the Report of the Regional Director is concerned, the Petitioner Companies confirm that the Scheme enclosed with the Company Application and the instant Company Petition are one and the same and that there is no discrepancy or deviation whatsoever. (e) As far as the observations made in paragraph IV (e) of the Report of the Regional Director is concerned, the Petitioner Companies submit that the Petitioner Companies have served notices to the authorities which are likely to be affected by the Compromise or Amalgamation in accordance with Section 230(5) of the Companies Act, 2013. The Petitioner Companies have filed their respective Affidavits whereby they have put on record the acknowledgements so received and confirmed service on all concerned authorities. Further, Petitioner Companies undertake that the sanctioning of the Scheme shall not deter the authorities from raising any issues in accordance with applicable laws and the decision of such authorities shall be binding on the Petitioner Companies to the extent tenable under law. (f) As far as the observations made in paragraph IV (f) of the Report of the Regional Director is concerned, the Petitioner C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e paid by theTransferee Company as and when debt is due. Hence, in view of the above, the interest of the creditors will not be affected and in addition to the clauses mentioned in the Scheme, the Petitioner Companies undertakes that the interest of the Creditors will be protected. 12. The observations made by the Regional Director have been explained by the Petitioners in Paras 11(a) to 11(i) above. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 2013 and the Rules made thereunder, whichever is applicable.The clarifications and undertakings given by the Petitioners are accepted. 13. The Official Liquidator has filed hisreport dated 18th June 2020 with this Tribunal, submitting that on a perusal of the Chartered Accountant's report and specifically the questionnaire relating to the same and the instant Company Petition, it is noticed that the affairs of the Transferor Companies No.1 to 7 have been conducted in a proper manner. 14. From the material on record, the Scheme annexed as Annexure:P-1 to Company Petition No.77/MB.V/2020 appears to be fair and reasonable and is not violative of any provi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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