9911796707
TMI Blog2021 (3) TMI 387X X X X Extracts X X X X X X X X Extracts X X X X ..... COMPANY) with the Transfer Date or Appointed Date being 1st April, 2019. 2. It is stated in the application that the reasons that have necessitated and/or justified the said Scheme of Amalgamation are, inter alia as follows:- a) The Transferor Companies have made deployment of their surplus funds which are not immediately required in other investable instruments and the Transferee Company is engaged in trading activities inter alia it has deployed its surplus funds which are not immediately required in other investable instruments. The activities of the Transferor Companies and the Transferee Company can be combined/adjusted and carried forward conveniently with combined strength; b) The amalgamation will enable the Transferee Company to consolidate its line of business by restructuring and re-organizing its business activities and Capital Structure; c) The amalgamation will enable the amalgamated company to broad base their business activities under the roof of the Transferee Company; d) The amalgamation will result in economy of scale including reduction in overhead expenses relating to management and administration in better and more productive utilization ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... annexed with the application and marked as Letter - L at page No 342 to 351 of the same. 6. Further, it is stated in the application that the assets of the applicant 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. 7. Further, it is stated in the application that there will not be any reduction of capital of the Applicant Companies upon coming into effect of the Scheme, except cancellation of shares due to inter/cross holding of shares resulting from this Scheme of Amalgamation. 8. It is stated in the application that the present Scheme of Amalgamation does not contain or provide for Corporate Debt Restructuring of the Applicant Companies. 9. It is stated in the application that the present Scheme of Amalgamation does not contain or provide for any compromise with the Creditors of the Applicant Companies. 10. The TRANSFEREE COMPANY and TRANSFEROR COMPANIES have never issued nor agreed to issue any debenture. 11. It is stated in the application that the TRANSFEREE COMPANY and TRANSFEROR COMPANIES have made due provisio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and affidavit of consent by all equity shareholders of the TRANSFEROR COMPANY NO 2 is annexed with the application and marked as Letter- N2 at page No 424 to 432. 17. It is stated in the application that the total number of Equity Shareholders in the TRANSFEROR COMPANY NO 3 are 2 as on 31st December, 2019. All the shareholders of the TRANSFEROR COMPANY NO 3 have given their written consent by way of affidavit to the proposed Scheme of Amalgamation. The list of shareholders duly certified by the statutory auditors and affidavit of consent by all equity shareholders of the TRANSFEROR COMPANY NO 3 is annexed with the application and marked as Letter- N3 at page No 433 to 441. 18. It is stated in the application that the total number of Equity Shareholders in the Transferor Company No. 4 are 2 as on 31st December, 2019. All the shareholders of the Transferor Company No. 4 have given their written consent by way of affidavit to the proposed Scheme of Amalgamation. The list of shareholders duly certified by the statutory auditors and affidavit of consent by all equity shareholders of the Transferor Company No. 4 is annexed with the application and marked as Letter- N4 at page No ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... records, documents annexed to the application and affidavits filed in the instant proceedings and after hearing the submissions made on behalf of the applicants, the following orders are passed: a) In view of the consents given in affidavit form by all the Equity shareholders of the Transferee Company and Transferor Companies, the requirement of convening and holding of separate meetings of the Equity shareholders of the Transferee Company and Transferor Companies is dispensed with. b) In view of the fact that the Transferor Companies have NIL Secured Creditors verified by the certificate from the Auditors, the requirement of holding separate meeting of Secured Creditors of the Transferor Companies does not arise. c) In view of the fact that the Transferor Company Nos. 1, 2 3 have NIL Unsecured Creditors verified by the certificate of the Auditors, the question of holding of separate meeting of Unsecured Creditors of Transferor Company Nos. 1, 2 3 does not arise. d) In view of the consents given in affidavit form by 99.79% Unsecured Creditors of the Transferor Company No. 4, the requirement of convening and holding of separate meetings of the Unsecured Credit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... housand only). l) Mrs. Moumita Mukherjee Nag, Advocate(Mobile No. 9830036987) is appointed as the Scrutinizer for the meeting of the Secured and Unsecured Creditors of Transferee Company. The Scrutinizer shall be paid a remuneration of ₹ 50,000/- (Rupees Fifty Thousand only). m) That the Chairperson appointed by this Tribunal shall submit his report within 30 days from the conclusion of this meeting duly affirmed by his affidavit. n) The Applicant companies to serve notice upon the Regional Director - Eastern Region (Ministry of Corporate Affairs); Registrar Of Companies - West Bengal; Official Liquidator at Calcutta High Court at Kolkata; Competition Commission of India and Income Tax Authorities along with Chief Commissioner of Income Tax under whose jurisdiction the assessments of the Applicant Companies are made pursuant to Section 230(5) of the Companies Act, 2013 read with Rule 8 of the Companies (Compromises, Arrangements and Amalgamations Rules), 2016 with suitable changes in the notice relating to waiver of meetings. o) The applicant Companies are further directed to send notice through e-mail also and copies of e-mails along with original proof o ..... 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