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TMI Blog2019 (5) TMI 1839X X X X Extracts X X X X X X X X Extracts X X X X ..... Singh, Joint Director ORDER JINAN K.R., MEMBER (J) 1. This is a Joint Petition for sanctioning of the Scheme of Amalgamation of PREMIER FINANCIAL ADVISORY SERVICES PRIVATE LIMITED the petitioner No.2 above named and RASH BHOOMI VYAPAAR PRIVATE LIMITED the petitioner No.3 above named (hereinafter collectively referred to as the Transferor Companies ) with PANSON PROPERTIES PRIVATE LIMITED the petitioner No.1 above named (hereinafter referred to as Transferee Company ) with appointed date as 1st April, 2018 under Section 230 to 232 of the Companies Act, 2013. 2. The object of this petition is to obtain sanction of Tribunal to the Scheme of Amalgamation whereby and where-under the entire undertaking of the Transferor Companies together with all assets and liabilities relating thereto ongoing concern are proposed to be transferred to and vested in the Transferee Company with appointed date being 01st April, 2018 on the terms and conditions fully stated in the Scheme of Amalgamation a copy whereof is annexed hereto and marked with the letter ANNEXURE-A. 3. This Tribunal vide its order dated 23rd January, 2019 in Company Application No. C.A (CAA) NO 896/KB/2018 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... diction over the respective petitioner companies,(d) the Official Liquidator and such other relevant and sectorial regulators/authorities, if applicable, which are likely to be affected by the proposed Scheme by sending the same by hand delivery through special messenger or by registered post or speed post within 7 days from the date of this order for filing their representations., if any on the petition. (iv) The notice shall specify that representation, if any, should be filed before this Tribunal within 30 days of the date of receipt of the notice with a copy of such representation being sent simultaneously to the petitioners and their Authorized Representatives, if no such representation is received by the Tribunal within the said period, it shall be presumed that such authorities have no representation to make on the Scheme of Amalgamation. 6. The petitioners have complied with the Directions contained in the order dated 06th March, 2019 in Company Petition C.P.(CAA)No.299/KB/2019 connected with Company Application No. C.A(CAA)No.896/KB/2018 and has filed affidavit of compliance duly affirmed by Sri Ramesh Chand Kalani which is on record. 7. It has been stated in the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... le the amalgamated company to increase its profitability; k) The said scheme will enable the undertakings concerned to pool their resources and to expand their activities; I) The said scheme will enable the Company concerned to rationalise and streamline their management, business and finances and to eliminate duplication of work to their common advantages; m) The said scheme will have beneficial results for the Company concerned, their shareholders, employees and all concerned; 8. It has been stated in the Company Petition that the assets of the Petitioner companies are sufficient to meet all their liabilities and the said scheme will not adversely affect the rights of any of the creditors of any of the applicant companies in any manner whatsoever. 9. It is stated in the Company Petition that the Petitioner companies have made due provisions for payment of all liabilities as and when the same fell due. 10. It has been stated in the Company Petition that there are no proceedings pending under Section 235 to 251 of the Companies Act, 1956 and Section 217, 219, 221, 224 and 225 of the Companies Act, 2013 against any of the applicant companies. 11. It has been sta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t duly affirmed by Sri Ramesh Chand Kalani on 20th April, 2019 wherein they have replied to the observations made by the Central Government: PARA 2(b) RE: FRACTIONAL SHARES Notwithstanding any thing to the contrary the Board of Directors of the TRANSFEREE COMPANY undertakes that in the event, if any fractional shares arise, the Board shall round off such fractional shares of each shareholder of the TRANSFEROR COMPANY to the immediate next higher integer. PARA 2(c) RE COMPLIANCE WITH ACCOUNTING STANDARD AS- 14 The Board of Directors of the TRANSFEREE COMPANY hereby undertakes that the Accounting Treatment that will be made in its books will be fully in compliance with AS-14 16. The Official Liquidator, High Court, Calcutta has submitted, his report dated 12th April, 2019 which is on record. The Official Liquidator has recorded AT PARA 8 That the Official Liquidator has not received any complaint against the proposed Scheme of Amalgamation from any person/party interested in the Scheme in any manner till the date of filing of this Report. AT PARA 10 That the Official Liquidator on the basis of information submitted by the Petitioner Companies is of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... PRIVATE LIMITED; d. That all the proceedings and/or suit appeals now pending by or against PREMIER FINANCIAL ADVISORY SERVICES PRIVATE LIMITED and RASH BHOOMI VYAPAARPRIVATE LIMITED shall be continued by or against PANSON PROPERTIES PRIVATE LIMITED; e. The Transferee Company do issue and allot shares to the shareholders of PREMIER FINANCIAL ADVISORY SERVICES PRIVATE LIMITED and RASH BHOOMI VYAPAARPRIVATE LIMITED as envisaged in the said Scheme of Amalgamation and for that, if necessary, to increase the authorized share capital; f. The schedule of assets in respect of PREMIER FINANCIAL ADVISORY SERVICES PRIVATE LIMITED and RASH BHOOMI VYAPAARPRIVATE LIMITED be filed within a period of 60 days from the date of the order to be made herein; g. The Transferor Companies of PREMIER FINANCIAL ADVISORY SERVICES PRIVATE LIMITED and RASH BHOOMI VYAPAARPRIVATE LIMITED shall stand dissolved without winding up from the appointed date; h. PANSON PROPERTIES PRIVATE LIMITED, PREMIER FINANCIAL ADVISORY SERVICES PRIVATE LIMITED and RASH BHOOMI VYAPAARPRIVATE LIMITED shall within 30 days after the date of obtaining the Certified Copy of the order to be made herein, cause certified copie ..... X X X X Extracts X X X X X X X X Extracts X X X X
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