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TMI Blog2021 (5) TMI 27X X X X Extracts X X X X X X X X Extracts X X X X ..... amations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, for the purpose of the approval of the Scheme of Amalgamation of Transferor Company into Transferee Company. 2. From the records, it is seen that the First Motion application was filed before this Tribunal vide CA (CAA) 46 (ND) 2020 under Sections 230- 232 of the Companies Act, 2013 and vide order dated 01.07.2020 of this Tribunal, the meeting of the Equity Shareholders, Preference shareholders and Secured Creditors ofthe Transferor/Applicant Company No.1 was directed to be convened on 08.08.2020 at ML 13 Forest Lane, Sainik Farm, New Delhi 110068 or online subject to the notice of the meeting being issued. Since the Unsecured Creditors of Transferor/Applicant Company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h Edition) and (HindiEdition) both on 13.11.2020 in relation to the date of hearing of the petition. Further, the Petitioners have also affirmed that the copy of petition have been duly served upon the Registrar of Companies, Regional Director, Northern Region and Income Tax Department, Official Liquidator, in compliance of the order and in proof of the same acknowledgment from the respective offices have also been placed on record. 6. The Regional Director filed its representation on21.01.2021 and submitted that as per the report of the Registrar of Companies the filling position of all the petitioner companies areupto date and no prosecution has been filed against the petitioner companies and no investigation is pending. The Regional Dir ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Scheme of Amalgamation in their Board Meetings. Accordingly, in terms of the provisions of section 117(1) r/w 179(3) of the Companies Act, 2013, the company is required to file such resolution (e-form MGT-14) with this office within thirty days of passing the resolution whereas none of the above company has filed such resolution so far thereby prima facie violated the provisions of section 117(1) of the Companies Act, 2013. 7. The Regional director observed that, with regard to points (i) above, the petitioner has stated in the rationale of the Scheme about the continuity of employment of the employees of the transferor company. With reference to point (iv) and (v) above, the petitioner companies has filed e-form GNL-1 on 02.11.2020 and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2013. 11. In the petition it has been affirmed that no proceedings for inspection, inquiry or investigation under the provisions of the Companies Act, 2013 or under the provisions of the Companies Act, 1956 are pending against the Petitioner Companies. 12. Certificates of respective statutory auditors of all the petitioner companies have been placed on record to the effect that accounting treatment proposed in the Scheme of Amalgamation is in conformity with the accounting standard notified by the Central Government as specified under the provisions of Section 133 of the Companies Act, 2013. 13. In view of the foregoing, upon considering the approval accorded by the members and creditors of the petitioner companies to the proposed scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... company and accordingly the same shall pursuant to Section 232 of the Companies Act, 2013, be transferred to and vest in the transferee company. c) That Transferee Company shall issue and allot 1 equity share of Rs. 100/- each fully paid up for every 45 equity shares of Transferor Company of Rs. 10/- each fully paid up. Further swap/exchange ratio of 22,26,128 preference shares of the Transferee Company of Rs. 10/- each fully paid up for 38,00,000 preference shares of Transferor Company of Rs. 10/- each. d) That all the liabilities and duties of the transferor company, be transferred without further act or deed, to the transferee company and accordingly the same shall, pursuant to Section 232 of the Act, be transferred to and become t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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