9911796707
TMI Blog2022 (4) TMI 211X X X X Extracts X X X X X X X X Extracts X X X X ..... . 2 ) whereby and where under the Transferor Company is proposed to be amalgamated with the Transferee Company from the Appointed Date, viz 1st 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. Counsel 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... anies Act, 2013. (d) No proceedings are pending under Sections 210 to 227 of the Companies Act, 2013 against the Petitioner(s). (e) The exchange ratio of shares in consideration of the Amalgamation has been fixed on a fair and reasonable basis and on the basis of the Report thereon of Mayur Agarwal, bearing IBBI Registration No. IBBI/RV/06/2019/11642, 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion. Paragraph No. 3 of Rejoinder: With regard to point 2(b) of the said affidavit, I affirm that the Petitioner company will comply with the provisions of section 232(3)(i) of the Companies Act, 2013. (b) Paragraph No. 2(c) of RD Affidavit: That the Transferee Company should be directed to pay applicable stamp duty on the transfer of the immovable properties from the 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Scheme of Amalgamation mentioned in paragraph 1 of the petition, being Annexure A hereto, be and is hereby sanctioned by this Tribunal to be binding with effect from 1st April, 2019( Appointed Date ) on Swastika Marketing Private Limited, being the Petitioner No. 1 above named ( Transferor Company or Petitioner No. 1 ) with Clifton Business Private Limited being the Petitioner No. 2 abovenamed ( Transferee Company or Petitioner No. 2 ), 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 dee ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
