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TMI Blog2022 (4) TMI 657X X X X Extracts X X X X X X X X Extracts X X X X ..... ITED being the Petitioner No. 3 above named ( Transferor Company No. 2 or Petitioner No. 3 ) with AMRITLAXMI BUSINESS PRIVATE LIMITED being the Petitioner No. 1 above named ( Transferee Company or Petitioner No. 1 ) with Appointed Date 01st April, 2020 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 Applicants submits as follows:- (a) The Scheme was approved by the respective Board of Directors of the Petitioner Companies at their meetings held on 07th June, 2021. (b) The circumstances which justify and/or have necessitated the Scheme and the benefits of the same are, inter alia, as follows:- (VERIFIED) (a) The TRANSFEREE COMPANY is presently engaged in real estate business and has made deployment of surplus funds which is not immediately required in other investable instruments. Apart from pursuing its main objects, the TRANSFEROR COMPANY NO. 1 and TRANSFEROR COMPANY NO. 2 has made deployment of surplus funds which is not immediately required in other investable instruments. The business of the TRANSFEROR COMPANIES and the TRANSFEREE COM ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ct, 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 dated 03-06-2021 thereon of MUKESH BANKA IBBI, Registered Valuer. (f) By an order dated 3rd October, 2021 in Company Application No. C.A (CAA) No. 166/(KB)/2021 this Tribunal made the following directions with regard to meeting(s) of shareholders and creditors under Section 230(1) [read with Section 232(1) of the Act]:- (i) Meeting(s) dispensed: Equity Shareholders Meeting of Equity Shareholders of the Petitioner Companies for considering the Composite Scheme of Arrangement are dispensed with in view of all shareholders of Petitioner Companies having respectively given their consent to the Scheme by way of affidavits. (ii) Meeting(s) directed to be held: No meetings were directed to be held (iii) No requirement of Meeting(s): Secured Creditors of Petitioner Companies - NIL Secured Creditors verified by Auditors Certificate. Unsecured Creditors of the Petitioner Com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tioner(s) are summarized as under:- Paragraph 2 (a) of RD Affidavit It is submitted that as per available records, it appears that no complaint and/or representation regarding the proposed Scheme of Amalgamation has been received against the Petitioner Companies, Further, as per available records, all the petitioner companies are updated in filing their Statutory Returns. Paragraph 2 (a) of the Rejoinder No adverse comments made by the Registrar of Companies, West Bengal in his report to the Regional Director. Further the Registrar of Companies, West Bengal has not received any Complaint and/or representation from any person on the proposed Scheme. Hence no comments are offered. Paragraph 2 (b) of RD Affidavit Petitioner company should undertake to comply with the provisions of section 232(3)(i) of the Companies Act 2013 through appropriate affirmation. Paragraph 2 (b) of Rejoinder The Transferee Company undertakes that it shall comply with the provisions of Sec 232(3)(i) of the Companies Act, 2013 in regard to adjustment of fees upon clubbing of Authorized Share Capital(s) of the Transferor Company (ies) with the Authorized Share Capital of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd SAFALTA COMMODITIES PRIVATE LIMITED with AMRITLAXMI BUSINESS PRIVATE LIMITED and their shareholders and all concerned; b. All the properties, rights and interest of PARASRUP SUPPLIERS PRIVATE LIMITED and SAFALTA COMMODITIES PRIVATE LIMITED be transferred to and vested in without further act or deed in AMRITLAXMI BUSINESS PRIVATE LIMITED and accordingly the same shall pursuant to Section 232 of the Companies Act, 2013 and read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 be transferred to and vested in AMRITLAXMI BUSINESS PRIVATE LIMITED for all the estate and interest of PARASRUP SUPPLIERS PRIVATE LIMITED and SAFALTA COMMODITIES PRIVATE LIMITED but subject nevertheless to all charges, now affecting the same; c. All the liabilities and duties of PARASRUP SUPPLIERS PRIVATE LIMITED and SAFALTA COMMODITIES PRIVATE LIMITED be transferred without further act or deed to AMRITLAXMI BUSINESS PRIVATE LIMITED and accordingly the same shall pursuant to Section 232 of the Companies Act, 2013 and read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 be transferred to and become the liabilities and duties of AMRITLAXMI BUSINESS PRIVAT ..... X X X X Extracts X X X X X X X X Extracts X X X X
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