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TMI Blog2019 (5) TMI 1842X X X X Extracts X X X X X X X X Extracts X X X X ..... imited, being the Applicant No.3, the Transferor Company No.3 and Purv Flexipack Private Limited, being the Applicant No.4, the Transferee Company whereby and where under the entire undertaking of the Transferor Company Nos. 1, 2 and 3, collectively referred to as the Transferor Companies together with all their properties, rights, claims and liabilities relating thereto are proposed to be transferred to and vest in the Transferee Company on the terms and conditions as fully stated in the Scheme of Amalgamation, a copy whereof is annexed with the Petition and marked letter "A". 2. It is stated in the Petition that the Transferor Companies and the Transferee Company belong to common group and common management. Thee are common shareholders ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... regate assets of the Petitioner companies are more than sufficient to meet all their liabilities and the Scheme will not adversely affect the rights of any of the Creditors of the Petitioner Companies in any manner whatsoever and due provisions have been made for payment of all the liabilities as and when the same fall due in usual course. 7. It is also stated that there are no proceedings pending under Sections 206 to 213 of the Companies Act, 2013 against any of the Petitioner Companies. There are also no proceedings pending under Sections 241 and 242 of the said Act or any other proceedings whatsoever. There are also no proceedings pending under the Companies Act, 1956 or Companies Act, 2013 against any of the companies. The instant Sch ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... os. 1, 2 and 3. 10. This Tribunal vide Order dated 19th July, 2018 had directed convening and holding of separate meeting of the Unsecured Creditors of the Petitioner Company No. 4. 11. The Chairperson of the meeting submitted report dated 18th September, 2018. The true copy of the said report together with its affidavit is annexed with the petition and collectively marked "P". 12. In compliance of the directions, vide Order dated 19th July, 2018 of this Tribunal, passed in CA(CAA) No. 532/KB/2018, the Petitioner Companies have filed affidavit affirmed on 28th August, 2018 and 11th January, 2019 evidencing service of notice upon the Regulatory authorities and publication of the notice of the meeting in the newspapers. 13. After such due ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Since nothing has been stated that in what manner the provision of section 68 of the Act is compiled in respect of payment of money to shareholders of the transferor companies against the fractional share entitlements. (c) It is submitted that as per instructions of the Ministry of Corporate Affairs, New Delhi, a copy of the scheme was forwarded to the Income Tax Department on 31-08-2018 with a request to forward their comments/observations/objections, if any, on the proposed scheme of amalgamation within 15 days, and no reply has been received by this Directorate from the said Authority till date." 17. Vide affidavit affirmed on 5th March, 2019, the Petitioner Companies have stated as below : "3. With regard to paragraph 2(b) of the s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the documents available on record and in absence of any objections, the following orders in terms of prayers made by the Petitioner Companies are passed by this Tribunal : a. The Scheme of Amalgamation mentioned in Paragraph 1 of this Petition being marked with the letter "A" to the Petition is sanctioned by this Tribunal so as to be binding with effect from 1st day of April, 2017 on the Transferor Companies and the Transferee Company and their Shareholders and all concerned. b. All the properties, interests, rights and powers of the Transferor Companies, are transferred to and vest without further act or deed in the Transferee Company and accordingly the same shall pursuant to Section 232 of the Companies Act, 2013 be transferred to an ..... X X X X Extracts X X X X X X X X Extracts X X X X
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