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TMI Blog2020 (12) TMI 595X X X X Extracts X X X X X X X X Extracts X X X X ..... malgamations) Rules, 2016 (hereinafter referred to as 'the rules'). By this Petition, the Scheme of amalgamation involves amalgamation of Prerna Infrastructures Private Limited, the applicant transferor company with Aditya Timpack Private Limited, the applicant transferee company and their respective Shareholders and creditors. 2. The Petitioner Companies had filed a joint application being Company Application (CAA) No. 38 of 2020 before this Tribunal seeking for dispensation of (a) the meetings of the Equity Shareholders of both the applicant companies, (b) the meetings of the Secured Creditors of both the applicant companies (c) the meeting of the Unsecured Creditors of Applicant Transferor Company while seeking directions ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... davit dated 14th July, 2020 confirming service of notice on the aforesaid authorities. This Tribunal also directed publication of notice of meetings in "Times of India" English daily and "Gujarat Mitra", Gujarati daily, both having circulation in the area of registered office of the Transferee Company. 5. The meeting of Unsecured Creditors of Applicant Transferee Company was duly convened and held at the given time and place on 10/08/2020 and the chairman appointed for the said meeting reported the result of the said meeting to this Tribunal vide affidavit dated 14/08/2020 filed with this Tribunal. 6. As per the Chairperson's Report of Unsecured Creditors meeting of Applicant Transferee Company, 18 (Eighteen) Unsecured Cre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... glish and "Financial Express" daily Ahmedabad Edition in Vernacular Language and also proof of issue of notice to the Regional Director, Registrar of Companies, Official Liquidator and Income Tax Authorities. 11. It is stated by the Petitioner Companies that with reference to the order dated 08/09/2020 passed by the Tribunal and issuance of notices to the Regional Director, Registrar of Companies, Official Liquidator, Income Tax Authorities and on publication of the notices, representations from Official Liquidator and Regional Director were received. However, no representation was received from Income Tax Authorities. 12. In response to the representation made by the Regional Director, the Applicant companies have filed an affidavi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Board on 25/02/2019 and the First Motion Application was executed and notarized on 17/03/2020. However, filing could not be done in view of pandemic covid-19 situation. The application was filed immediately in June, 2020 when the acceptance of documents by NCLT and movement by the citizens in the state was resumed. f) It is further Submitted that the MCA circular was issued on 21/08/2019 after the date of Board Meeting for approval of Scheme of Amalgamation and it was therefore not necessary to incorporate the justification as called for in the Circular. g) It is prayed that the scheme be approved with Appointed date as 01/04/2019 in view of abnormal circumstances which has resulted in the gap of more than one year in f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er, the applicant transferee company undertakes to make compliance of Section 13 of the Companies Act, 2013 for carrying on any activity not covered under main object clause. i) In Paragraph 2(g) the Regional Director has sought directions for payment of legal fees/ expenses incurred by its office for submitting the report. The applicant company undertakes to pay amount of legal fees/cost to the central government as may be directed by the Tribunal. 13. In response to the representation made by the Official Liquidator, the Applicant companies have filed an affidavit giving their response to all the observations of the Regional Director. a) The Official Liquidator in para 1 to 17 of the report has recorded the facts relating ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ime as may be permitted by Honorable Tribunal. 14. Heard PCS Kunjal Dalal, Authorized Representative for the applicant Companies. 15. Considering the facts and circumstances of the case and on perusal of the Scheme and the documents produced on record, of Amalgamation and the documents placed on record, it appears that the requirements of the provisions of section 230 and 232 of the Companies Act, 2013 are satisfied. However, as per the observation of the Regional Director the appointed date of the Scheme should be modified to 1st April, 2020 instead of 1st April, 2019. 16. Accordingly, the petition is allowed. The Scheme of Amalgamation, which is annexed as Annexure E to the joint petition, is hereby sanctioned subject ..... X X X X Extracts X X X X X X X X Extracts X X X X
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