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TMI Blog2022 (9) TMI 642X X X X Extracts X X X X X X X X Extracts X X X X ..... ated:- 2-9-2022 - P.S.N. Parsad, Member (J) And Rahul Bahtnagar, Member (T) For the Appellant : S.S. Bhati, Rakesh Kumar, PCSs and Shobhan Mahanti, Advocate For the Respondents : Ruchir Bhatia, Sr. Standing Counsel, Shlok Chandra, Jr. Standing Counsel and Mansie Jain, Advocate ORDER P.S.N. Parsad, Member (J) 1. This is an application filled by the Applicant Companies under Section 230 to 232 of the Companies Act, 2013 (for brevity The Act ) read with Companies (Compromises, Arrangements and Amalgamation) Rule, 2016 (for brevity The Rules ) in relation to the Scheme of Amalgamation (for brevity the The Scheme ) proposed between the Applicant Companies. In terms of Sections 230 and 232 of the Act, the following pray ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ome Tax Department; and i. Exempt the Transferor Company and Transferee Company from filing Original/Certified/Legible Copies of the Annexure to the Application and allow filing of photocopies and taking them on record as it is and exempt compliance with Rule 20 to 24 of the National Company Law Tribunal Rules, 2016. j. Such further order or orders be made or the directions be given affording necessary relief to the applicant as in the premises of Hon'ble Tribunal may deem fit and proper. 2. That affidavits in support of the application sworn for and on behalf of the Applicant Companies have been filed by Mr. Vinit Gupta authorised by Board Resolutions dated 24.03.2022 of the two Companies. 3. That vide affidavits dated ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... affidavits in favour of the Scheme. 6. That in relation to the Transferee Company, it has been represented that the company has 2 Equity Shareholders and consent affidavits from all the shareholders have been obtained constituting 100% in value and 100% in number. The consent affidavits of each of the members have been placed on record. It is further submitted that the Transferee Company has 5 Unsecured Creditors and consent affidavits from all the shareholders have been obtained constituting 100% in value and 100% in number. The consent affidavits of each of the members have been placed on record. It is further submitted that the Transferee Company has no Secured Creditors. The certification of the statutory auditors of the Transferee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 10. It is seen that the Board of Directors of all the Applicant Companies vide meetings held on 24.03.2022 have unanimously approved the proposed Scheme of Amalgamation. Copies of such resolutions passed have been placed on record. 11. That the Applicant Companies have filed the Audited Financial Statements for the financial year ended 31st March, 2021 and Provisional Financial Statement for the period ended 31st December, 2021. 12. That the Certificate of respective statutory auditors of the Applicant Companies have been placed on record confirming that the accounting treatment in the scheme is in conformity with Section 133 of the Companies Act, 2013. 13. Valuation Report containing the share swap ration dated 22.03.2022 has al ..... X X X X Extracts X X X X X X X X Extracts X X X X
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