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TMI Blog2021 (7) TMI 148X X X X Extracts X X X X X X X X Extracts X X X X ..... the Transferee Company from the Appointed Date, viz., 01 April, 2019 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation ( Scheme ). 2. The Petition has now come up for final hearing. 3. The counsel for the petitioners submits as follows:- (a) The Scheme was approved unanimously by the respective Board of Directors of the Petitioner Company Nos. 1 and 2 at their meetings held on 23 January 2020 respectively. (b) The circumstances which justify and have necessitated the Scheme and the benefits of the same are inter alia as follows:- i. The Transferor Company and the Transferee Company are both engaged in the business of investing in shares and securities and providing finance and are registered with the Reserve Bank of India as non-deposit taking Non-Banking Financial Companies (NBFCs). Some of their investments are also held in common investee companies. As such, the business of both the companies can be combined and carried on together more conveniently and advantageously. ii. In view of this, including commonality of business interests, portfolio fit and objectives of the Transferor Company and the Transferee Company a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e by way of affidavit. ii. Meetings directed to be held: Separate meetings of the Equity Shareholders and Unsecured Creditors of the Transferor Company and Transferee Company were directed to be held on 3rd April, 2020. Since none of the Petitioners have any Secured Creditors, no meetings of Secured Creditors were directed to be held. (h) However, in view of the prevailing lockdown and social distancing measures which were in force in terms of the orders issued inter alia, by the Government of West Bengal in wake of the pandemic, the meetings of Equity Shareholders and Unsecured Creditors had to be postponed. (i) In terms of an order dated 28 December, 2020 in CA (CAA) No. 1415 of 2020 in CA (CAA) No. 170/KB/2020, this Tribunal directed separate meetings of the Equity Shareholders and Unsecured Creditors of the Petitioner Companies to be reconvened and held on 17 February 2021 for the purpose of their considering, and if thought fit, approving, with or without modification, the said Scheme. (j) In compliance with the said first order dated 07 February 2020 made in CA (CAA) No. 170/KB/2021, notice pursuant to section 230(5) of the Companies Act, 2013 along with a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r, Kolkata and the Reserve Bank of India ( RBI ) have filed their representations before this Tribunal. The office of the Deputy Commissioner of Income-Tax Circle -4(1), Kolkata has also sent a letter dated 05 March 2020 with reference to the Transferor Company. 5. The Official Liquidator has filed its report on 23 March 2021 before the Hon'ble Tribunal. Paragraph 12 of the said Report of the Official Liquidator reads as below:- That the Official Liquidator on the basis of the information submitted by the Applicant Companies is of the view that the affairs of the aforesaid Transferor Company do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest as per the provisions of the Companies Act, 1956/the Companies Act, 2013, whichever is applicable. 6. The RD has filed his reply affidavit dated 15th June 2021 ( RD affidavit ). The observations of the RD are summarised as under:- (a) That it is submitted that on examination of the report of the Registrar of Companies, West Bengal it appears that no complaint and/or representation has been received against the proposed Scheme of Amalgamation. Further, as per av ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is still awaited. 7. The observations of the RD have been dealt with by the Petitioner by their Rejoinder affidavit dated 16 June, 2021 inter alia as under:- 3. The contents of paragraphs 1, 2(a) and 2(b) of the said Affidavit are matters of record. 4. With reference to paragraph 2(c) of the said Affidavit, I undertake to comply with the provisions of section 232 (3)(i) of the Companies Act, 2013 in respect of the fees on authorised share capital. 5. With reference to paragraph 2(d) of the said Affidavit, I state that the stamp duty consequent to transfer of properties under the Scheme shall be paid, if applicable. 6. With reference to paragraph 2(e) of the said Affidavit, I state that AS-14 is applicable in the instant case. In compliance with the said AS - 14, accounting entries which are necessary in connection with the Scheme to comply with other Accounting Standards, if applicable will be duly passed. 7. With reference to the paragraph 2(f) of the said Affidavit, I state and submit (a) only meetings of Equity Shareholders and Unsecured Creditors of the Petitioner Companies were directed to be held by this Hon'ble Tribunal by its order dated 28 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t, if any, shall be borne and dealt with by the Transferee Company in accordance with law and all pending proceedings by or against the Transferor Company will be transferred to the Transferee Company and will be enforceable by or against the Transferee Company. As such the demand, if any, will not be affected due to such Scheme of Amalgamation. Copy of the letter dated 5 March 2020 bearing number F. No. DCIT, Cir-4(1)/AACCA8226F/2019-20/Kol issued by the office of the Deputy Commissioner of Income-Tax Circle -4(1), Kolkata and reply thereto dated 25 January 2021 are annexed hereto and collectively marked A-1. 8. Further, the Petitioner Companies by way of a supplementary affidavit dated 15 June 2021 has brought on record the no-objection issued by the Reserve Bank of India Bank ) with respect of the said Scheme of Amalgamation before this Hon'ble Tribunal. In terms of such no-objection, the petitioners have undertaken to - a. surrender the Certificate of Registration (CoR) of the Transferor Company to the Bank for cancellation post completion of the amalgamation process; b. to intimate to the Bank the date of sanction of the scheme of amalgamation by this Hon' ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany as provided in the Scheme; (f) all proceedings and/or suits and/or appeals now pending by or against the Transferor Company be continued by or against the Transferee Company as provided in the Scheme; (g) The Transferee Company do without further application issue and allot to the shareholders of the Transferor Company, the shares in the Transferee Company to which they are entitled in terms of clause 11 of the said Scheme; (h) The Transferor Company and the Transferee Company shall each within thirty days of the date of the receipt of this order, cause a certified copy thereof to be delivered to the Registrar of Companies for registration and on such certified copies being so delivered, the Transferor Company shall be dissolved with effect from the date or last of the dates of filing of the certified copies of the order, as aforesaid (Effective Date) and the Registrar of Companies shall place all documents relating to the Transferor Company and registered with him on the file kept by him in relation to the Transferee Company and the files relating to the said companies shall be consolidated accordingly; (i) any person shall be at liberty to apply to the Tr ..... 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