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TMI Blog2021 (7) TMI 487X X X X Extracts X X X X X X X X Extracts X X X X ..... , Origin Project Private Limited, Sahal Traders Private Limited, Jeenma Merchants Private Limited and Jeenma Business Pvt. Ltd., (the Transferor Companies) along with related liabilities, rights and powers, on a going concern basis, shall be transferred to and vested with Truform Techno Products Limited (Transferee Company) with effect from the appointed date being 01st April, 2017 on the terms and conditions fully stated in the Scheme of Amalgamation annexed with the petition. 3. Ld. Authorized Representative for the Petitioner Companies states that in CA.(CAA) No. 1096/KB/2018, directions were issued by the Tribunal on 11th July 2019 wherein the meetings of the Equity Shareholders and creditors were dispensed with in view of the receipt of the consent letters along with the affidavits for the approval of the scheme of amalgamation are annexed with the petition. 4. In compliance with the order dated 11th July 2019 passed by the Hon'ble Tribunal in CA.(CAA) No. 1096/KB/2018, the Petitioners served notices to the Central Government through Regional Director, Registrar of Companies, West Bengal and other sectoral Regulatory Authorities. In compliance of the aforesaid Order ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of ₹ 10 each. Issued, Subscribed and Paid-up Share Capital of ₹ 9,50,000 is divided into 95,000 Equity Shares of ₹ 10 each fully paid-up. A copy of the latest Audited Balance Sheet of the Transferor Company No. 4 for the year ended on March 31, 2018 and March 31, 2019 along the Auditors' Report are collectively annexed with the petition and marked as Annexure F-2. 10. Ld. Authorized representative for the Petitioner Companies states that the Transferor Company No. 5 has an Authorized Share Capital of ₹ 12,00,000 divided into 1,20,000 Equity Shares of ₹ 10 each. Issued, Subscribed and Paid-up Share Capital of ₹ 10,00,000 is divided into 1,00,000 Equity Shares of ₹ 10 each fully paid-up. A copy of the latest Audited Balance Sheet of the Transferor Company No. 5 for the year ended on March 31, 2018 and March 31, 2019 along the Auditors' Report are collectively annexed with the petition and marked as Annexure G-2. 11. Ld. Authorized representative for the Petitioner Companies states that the Transferor Company No. 6 has an Authorized Share Capital of ₹ 2,10,00,000 divided into 21,00,000 Equity Shares of ₹ 10 each. Is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng reduction in overhead expenses relating to management and administration in better and more productive utilization of various resources and the business of the companies can be conveniently and advantageously combined together and in general business of the Companies concerned will be carried on more economically and profitably under the said Scheme of Amalgamation. f) The said Scheme of Amalgamation will enable the establishment of a larger company with larger resources and a larger capital base enabling further development of the business of the Companies concerned. The aforesaid Scheme of Amalgamation will also enable the undertakings and business of the said Petitioner Companies to obtain greater facilities possessed and enjoyed by one large company compared with a number of small companies for raising capital, securing and conducting trade on favorable terms and other benefits; g) The said Scheme of Amalgamation will have beneficial results for the Companies concerned, their shareholders, employees and all concerned. 15. The Official Liquidator attached to the High Court, Calcutta submitted its Report on 23rd December 2019, wherein he has stated that he is of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to Para 2(c) (e) of the earlier representation, the petitioner Company by Para 4 of the rejoinder dated 27/01/2021 submitted that the relevant financial statement of Jeenma Business Private Limited for 2018-19 is not completely defective which indicates that the petitioner companies admitted the fact that the financial statement is defective. The Petitioner Companies also stated that filing of revised balance Sheet for very minor part will not fulfill the interest of stakeholders involved in merger. This is a serious concern. The fact remains that once merged, the Transferor Company will no longer be able to rectify such defects, as the status of such company will no more be 'Active' upon the scheme takes effect, however, the MCA portal will continue to host such defective Financial Statement for 2018-19 of the Transferor Company for ever. The Transferor Company Jeenma Business Private Limited should file immediately the revised Financial Statements for 2018-19 complying with relevant regulations. Para 2 (d) In regard to Para 2(d) of the earlier representation, the Petitioner Companies by Para 5 of the rejoinder dated 27/01/2021 submitted that due to clerical ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Compliances. After the merger the Jeenma Business Private Limited shall not be in existence and NBFC license shall be surrender. The Petitioner Companies undertake that the approval of the scheme by this Tribunal may not deter the interest of any Regulatory Authority. All the companies had done all the compliances. In this connection the Reserve Bank of India does not have any objection to the proposed scheme of amalgamation of the transferor companies with transferee company Truform Techno Products Limited and issued No Objection Certificate with respect to scheme of amalgamation. Para 2 (c) As far as the observation of the Regional Director stated in para 2 (c) of his report are concerned, the Petitioner Companies submits that Jeenma Business Private Limited has filed e- form GNL-1 vide SRN-T05469895 on MCA Portal to rectify the defects and to host Correct Financial statement for 2018-19 of the Jeenma Business Private Limited forever. The clarification certificate by the auditor of the company for the related party transaction disclosure in Balance Sheet for the year 2018-2019 is submitted in E- form GNL-1. Para 2 (d) As far as the observation of the Regio ..... X X X X Extracts X X X X X X X X Extracts X X X X
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