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TMI Blog2022 (4) TMI 211X X X X Extracts X X X X X X X X Extracts X X X X ..... l for the Petitioners submits as follows:- (a) The Scheme was approved unanimously by the respective Board of Directors of the Petitioner Nos. 1 and 2 at their meetings held on 2nd September, 2019. (b) The circumstances which justify and/or have necessitated the Scheme and the benefits of the same are, inter alia, as follows:- i) The Scheme envisages amalgamation of Transferor Company into Transferee Company, resulting in consolidation of the business in one entity and strengthening the position of the merged entity, by enabling it to harness and optimize the synergies of the applicant companies. Accordingly, it would be in the best interests of the shareholders of the Transferor Companies and Transferee Company. ii) Since the Applicant Companies namely, CBPL and SMPL belong to the same management group, thus post merger, there shall be no change in the management and control of the Transferee Company. The amalgamation of Transferor Company with the Transferee Company would lead to a more efficient utilization of capital for future growth of the amalgamated entity. iii) Further, all the Applicant Companies have their registered office at the same address and under the sam ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... /2019/11642, Registered Valuer. (f) The shares of the Petitioner Companies are not listed on the any stock exchanges. 3. By an order dated 29th November, 2019 in Company Application (CAA) No. 1616/KB/2019, this Tribunal made the following directions with regard to meeting(s) of creditors under Section 230(1) [read with Section 232(1) of the Act]:- (i) Meetings dispensed: Meetings of the Equity Shareholders, secured creditors and unsecured creditors of the Petitioner Companies 1 and 2 for considering the Scheme were dispensed with in view of all such shareholders having respectively given their consent to the Scheme by way of affidavits. 4. Consequently, the Petitioner(s) presented the instant petition for sanction of the Scheme. By an order dated 20th February, 2020 the instant petition was admitted by this Tribunal and fixed for hearing on 08th March, 2022 upon issuance of notices to the Statutory/Sectoral Authorities and advertisement of date of hearing. In compliance with the said order dated 21st April, 2020, the Petitioner(s) have duly served such notices on the Official Liquidator, Ministry of Corporate Affairs, The Registrar of Companies (West Bengal), The Regional Dir ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferor Companies to it.. Paragraph No. 4 of Rejoinder: With regard to point 2(c) of the said affidavit, I affirm that the Transferee Company will pay applicable stamp duty on the transfer of the immovable properties from the Transferor Companies to it as applicable pursuant to approval of scheme of amalgamation. (c) Paragraph No. 2(d) of RD Affidavit: In compliance of Accounting Standard-14 or IND-AS 103, as may be applicable, the Transferee Company shall pass such accounting entries which are necessary in connection with the scheme to comply with other applicable Accounting Standards such as AS-5 or IND-AS-8 etc. Paragraph No. 5 of Rejoinder: With regard to point 2(d) of the said affidavit, I affirm that the Transferee Company will pass such applicable accounting entries as necessary in connection with the scheme to comply with other applicable Accounting Standards such as AS-5 or IND-AS-8 pursuant to approval of scheme of amalgamation. (d) Paragraph No. 2(e) of RD Affidavit: The Hon'ble Tribunal may kindly seek the undertaking that this scheme is approved by the requisite majority of members and creditors as per section 230(6) of the Companies Act 2013 in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... their respective shareholders and creditors and all concerned; (b) All the property, rights and powers of the Transferor Company, including those described in the Schedule of Assets herein, 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 vest in the Transferee Company for all the estate and interest of the Transferor Company therein but subject nevertheless to all charges now affecting the same, as provided in the Scheme; (c) All the debts, liabilities, duties and obligations of the Transferor Company 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 Company 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 ..... 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