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TMI Blog2021 (3) TMI 388X X X X Extracts X X X X X X X X Extracts X X X X ..... y obtain sanction of the Hon'ble Tribunal to the Scheme of Amalgamation whereby A P ASSOCIATES PRIVATE LIMITED (TRANSFEROR COMPANY) will be merged/amalgamated with PATRIACH DEVELOPERS PRIVATE LIMITED (TRANSFEREE 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) It is stated in the application that apart from pursuing its main object, both the TRANSFEROR COMPANY and TRANSFEREE COMPANY have made deployment of its surplus funds in other investable instruments and the TRANSFEROR COMPANY is inter alia engaged in trading of food grains. The business of the TRA ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... en and consolidate the position of the amalgamated company and will enable the amalgamated company to increase its profitability; f) The said scheme will enable the undertakings concerned to pool their resources and to expand their activities; g) The said scheme will enable the Companies concerned to rationalize and streamline their management, business and finances and to eliminate duplication of work to their common advantages and will have beneficial results for the Companies concerned, their shareholders, employees and all concerned. 3. It is stated in the application that the Terms and conditions of Amalgamation are set out in the Scheme of Amalgamation a copy of which is annexed to the application and marked Letter- E . ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed nor agreed to issue any debenture. 11. It is stated in the application that the Transferee Company and Transferor Company have made due provisions for payment of all liabilities as and when the same fell due. In this connection, all the Applicant Companies crave leave to refer to the accounts book and records of the Applicant Companies at the time of hearing, if necessary. 12. It is stated in the application that there are no proceedings pending under Sections 235 to 251 of the Companies Act, 1956 and Sections 217, 219, 221, 224 and 225 of the Companies Act, 2013 against any of the applicant companies. 13. It is stated in the application that the Report determining the number of and exchange ratio of shares which, shall be issue ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed Creditor duly certified by the statutory auditors and affidavit of consent of the unsecured creditor is annexed with the application marked as Letter- J . 17. It is further stated in the application that Transferor Company has NIL Secured Creditor and 2 Unsecured Creditors as on 31st January, 2020 and all the Unsecured Creditors have given their written consent by way of affidavit to the proposed Scheme of Amalgamation. The list of Secured creditor and Unsecured Creditors duly certified by the statutory auditors and affidavit of consent by all Unsecured Creditors are annexed with the application marked as Letter- K . 18. It is stated in the application that the statutory Auditors of the Transferee Company and Transferor Company hav ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Auditors Certificate, the requirement of holding separate meeting of Secured Creditors of the Transferor Company does not arise. v) In view of the consent given in affidavit form by all the Unsecured Creditors of Transferee Company the requirement of convening and holding of separate meeting of the Unsecured Creditors of the Transferee Company is dispensed with. vi) Let the notice be served by the Applicant Companies, as per the requirements of sub section (5) of Section 230 of the Companies Act, 2013, along with the copy of the Application and all other documents including the copy of the Scheme of Amalgamation and the statement disclosing necessary details on the Central Government through the Regional Director, Eastern Region, Mini ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ich, it will be considered by this Tribunal that there is no objection to the approval of the Scheme of Amalgamation, on the part of the authorities, subject to other conditions being applicable under the Companies Act, 2013 and relevant rules, made thereunder: xi) That the Transferee Company and Transferor Company shall affirm by way of affidavit that no investigation or proceedings under the Companies Act 1956 or Companies Act, 2013 have been instituted or are pending in relation to the amalgamating and amalgamated companies. xii) Liberty is given to file joint application by Transferee and Transferor Companies in accordance with Rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 within a period of 30 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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