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TMI Blog2022 (5) TMI 1257X X X X Extracts X X X X X X X X Extracts X X X X ..... REXIM PRIVATE LIMITED being the Petitioner No.2 above named ( Transferor Company No .1 or Petitioner No.2 ) and WITHAL COMMERCIAL PRIVATE LIMITED being the Petitioner No.3 above named ( Transferor Company No. 2 or Petitioner No.3 ) with ASHIKA GLOBAL SECURITIES PRIVATE LIMITED being the Petitioner No.1 above named ( Transferee Company or Petitioner No.1 ) whereby and where under the Transferor Company are proposed to be amalgamated with the Transferee Company from the Appointed Date, 01st April, 2021 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 Board of Directors of the Petitioner No 1 at their meetings held on 23rd August ,2021. by the Board of Directors of the Petitioner No 2 and Petitioner No 3 at their meetings held on 21st August ,2021 (b) The circumstances which justify and/or have necessitated the Scheme and the benefits of the same are, inter alia, as follows:- a. The TRANSFEREE COMPANY and all the TRANSFEROR COMPANIES are Non-Banking Finance Company duly Register ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Statutory Auditors of the Petitioner No 2 have by their certificate dated 01st September,2021 and the Statutory Auditors of the Petitioner No3 have by their certificate dated 09th September,2021 confirmed that the accounting treatment in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies 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 dated 13th August,2021 thereon of VIKASH GOEL, IBBI, Registered Valuer. (f) By an order dated 9th December, 2021 in Company Application No. C.A (CAA) No.184/(KB)/2021 this Tribunal made the following directions with regard to meetings of shareholders and creditors under Section 230(1) of the Act: - (a) Meetings dispensed: Equity Shareholders Meeting of Equity Shareholders of the Petitioner Companies for considering the Scheme are dispensed with in view of all Equity Shareholders of Petitioner Companies having respectively given their consent to the S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ficial Liquidator has filed his report dated 05/04/2022 and concluded as under: - At Para 8 That the Official Liquidator has not received any complaint against the proposed Scheme from any person/party interested in the Scheme in any manner till the date of filing of this Report. At Para 10 That the Official Liquidator on the basis of information submitted by the Petitioner Companies is of the view that the affairs of the aforesaid Transferor Companies do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest as per the provisions of the Companies Act, 1956/the Companies Act, 2013 whichever is applicable. 5. The RD has filed his reply affidavit dated 06TH April,2022 ( RD affidavit ) which has been dealt with by the Petitioner(s) by their Rejoinder affidavit dated 06TH April,2022 ( Rejoinder ). The observations of the RD and responses of the Petitioner(s) are summarized as under:- Paragraph 2 (a) of RD Affidavit That it is submitted that on examination of the report of the Registrar of Companies, West Bengal it appears that no complaint and/or representation has been received against the proposed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... authorised hereby affirms that 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 the Transferee Company in post-amalgamation and shall file a detailed statement thereof with the Registrar of Companies at the time of filing of INC 28. Paragraph 2 (d) 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 2 (d) of the Rejoinder The Transferee Company undertakes that it shall pay applicable stamp duty on the transfer of the immovable properties from the Transferor Companies to it. Paragraph 2 (e) of RD Affidavit The Hon'ble Tribunal may kindly direct the Petitioners to file an affidavit to the extent that the Scheme enclosed to the Company Application and Company Petition are one and same and there is no discrepancy or no change is made. Paragraph 2 (e) of the Rejoinder The Deponent duly authorised by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... WITHAL COMMERCIAL PRIVATE LIMITED be transferred to and vested in without further act or deed in ASHIKA GLOBAL SECURITIES 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 ASHIKA GLOBAL SECURITIES PRIVATE LIMITED for all the estate and interest of SHENTRACON TREXIM PRIVATE LIMITED and WITHAL COMMERCIAL PRIVATE LIMITED but subject nevertheless to all charges, now affecting the same; c) All the liabilities and duties of SHENTRACON TREXIM PRIVATE LIMITED and WITHAL COMMERCIAL PRIVATE LIMITED be transferred without further act or deed to ASHIKA GLOBAL SECURITIES 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 ASHIKA GLOBAL SECURITIES PRIVATE LIMITED; d) That all the proceedings and/or suit appeals now pending by or against SHENTRACON TREXIM PRIVATE LIMITED and WITHAL COMMERCIAL PRIVATE LIMITED shall be continued by or against ASHIK ..... 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