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TMI Blog2021 (8) TMI 1057X X X X Extracts X X X X X X X X Extracts X X X X ..... For the Respondents : Harihara Sahoo, Joint Director ORDER Rajasekhar V.K., Member (J) 1. Both the Company Petitions are identical in nature. Since affidavits have been invited in CP (CAA) No. 1637/KB/2019, that petition has been considered. The C.P.(CAA) No. 28/KB/2021 is dismissed as not pressed. Heard the Learned PCS for the Petitioner Companies. No objector has come before this Tribunal to oppose the Scheme nor has any party controverted any averments made in the Petitions to the Scheme of Amalgamation. 2. The instant petition has been filed under Section 230(6) read with Section 232(3) of the Companies Act, 2013 ( Act ) for sanction of the Scheme of Amalgamation of (a) Shantiniketan Shelters Private Limited, ( Transferor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... savings from more focused operational efforts, rationalisation, standardisation and simplification of business processes, productivity improvements and rationalisation of administrative expenses. The Merger will result in usual economics of a centralized and a comparatively larger company including reduction in overheads, better and more productive utilization of labour and other resources and reduction in procedural and administrative work. The business of the said companies can be conveniently and advantageously combined together and in general the business of all the companies concerned will be carried on more economically and profitably if the Scheme is implemented. The said scheme will stabilize the business of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ate, there was no requirement of convening or dispensing with the meeting of creditors of the Transferor Companies. Further, in view of consent by way of affidavits received from all the shareholders and creditors (secured/unsecured), the meetings of the shareholders and creditors (secured/unsecured) of the Transferee Company were dispensed with. h. Consequently, the Petitioner(s) presented the instant petition for sanction of the Scheme. By an order dated 16.10.2019, the instant petition was admitted by this Tribunal and fixed for hearing on 03.12.2019 upon issuance of notices to the Statutory/Sectoral Authorities and advertisement of date of hearing. i. In compliance with the said order dated 16.10.2019, the Petitioner(s) have d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny, arising out of allotment shares shall be rounded off to the nearest complete share. In view of this, Hon'ble Tribunal may peruse the same and issue order as deemed fit and proper. (b) In regard to para 2[c] of the earlier representation, the Petitioner Companies by para 2[b] of the Rejoinder dated 17.02.2020 declared that they will comply with the provisions of Section 233[3][i] of the Companies Act, 2013. In view of this, the Hon'ble Tribunal may peruse the same and issue order as deemed fit and proper. 6. The Official Liquidator has filed his report dated 28th November, 2019 and concluded as under- 20. That the Official Liquidator on the basis of information submitted by the Petitioner Companies is of the view th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... affecting the same, as provided in the Scheme; c. all the debts, liabilities, duties and obligations of the Transferor Companies be transferred from the said Appointed Date, without further act or deed to the Transferee Company and, accordingly, the same shall pursuant to Section 232(4) of the Companies Act, 2013, be transferred to and become the debts, liabilities, duties and obligations of the Transferee Company; d. the employees of the Transferor Companies shall be engaged by the Transferee Company, as provided in the Scheme; e. all proceedings and/or suits and/or appeals now pending by or against the Transferor Companies be continued by or against the Transferee Company, as provided in the Scheme; f. The Transferee C ..... X X X X Extracts X X X X X X X X Extracts X X X X
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