TaxTMI 
TaxTMI 
2019 (3) TMI 1629
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....lication that the reasons that have necessitated and/or justified the said Scheme of Amalgamation, inter alia, as follows: a. Both the Transferor Company and the Transferee Company are Non-Banking Finance Company duly registered with Reserve Bank of India and presently engaged in investing and financing activities. The business of the Transferor Company and the Transferee Company can be combined/adjusted and carried forward conveniently with combined strength; b. The amalgamation will enable the Transferee Company to consolidate its line of business by restructuring and re-organizing its business activities and Capital Structure; c. The amalgamation will enable the amalgamated Company to broad base their business ....
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....o rationalize and streamline their management, business and finances and to eliminate duplication of work to their common advantages; k. The said scheme will have beneficial results for the Companies concerned, their shareholders, employees and all concerned. 3. It is stated in the application that the terms and conditions of Scheme of Amalgamation are set out in the Scheme of Amalgamation, a copy of which is annexed with the application as Letter-E. 4. It is stated in the application that the Board of Directors of each Company are of the opinion that the proposed Scheme would benefit their shareholders, creditors, employees and the general public. 5. It is stated in the application that the Board of Directors of the Appli....
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....benture. 13. It is stated in the application that the Transferee Company and Transferor Company have made due provisions for payment of all liabilities as and when the same fell due. 14. It is stated in the application that the there are no proceedings pending under Section 235 to 251 of the Companies Act, 1956 and Section 217, 219, 221, 224 and 225 of the Companies Act, 2013 against any of the applicant companies. 15. It is stated in the application that the Report determining the number of and exchange ratio of shares which, shall be issued and allotted to the equity shareholders of Transferor Company by the Transferee Company for implementation of the terms of the scheme has been prepared by an independent firm of Chartered Acco....
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....gating to Rs. 9,37,32,287/- as on 31/8/2018 have given their consent by way of affidavit representing 100% of the total unsecured creditors to the proposed Scheme of Amalgamation. A certificate from the statutory auditor of the Company certifying the Secured Creditor as on 10^th September 2018 together with the affidavit of consent by the Unsecured Creditor is annexed annexed with the application as Letter -J. 20. It is further stated in the application that Transferor Company are having NIL Secured Creditors as on 31/8/2018. The Transferor Company have 5 unsecured creditors as on 31/8/2018 amounting to Rs. 1,94,11,210/-. Five unsecured creditor have given their consent by way of affidavit representing 100% of the total unsecured credito....
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....or Company have NIL Unsecured Creditors verified by Auditors Certificate, the question of holding separate meeting of Unsecured Creditors of the Transferor Company does not arise. v. The petitioner companies shall serve notice of the petition on the following authorities, namely, (a) Central government through Regional Director, Eastern Region, Ministry of Corporate Affairs, (b) Registrar of Companies, West Bengal, (c) Reserve Bank of India, (d) The Income Tax Department of the office having jurisdiction over the respective petitioner companies, (e) The Official Liquidator and such other relevant and sectoral regulators/ authorities, if applicable, which are likely to be affected by the ....
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....ies (Compromises, Arrangements and Amalgamations) Rules, 2016 . 24. That the Transferee Company and Transferor Company shall affirm by way of affidavit that no investigation or proceedings under the Companies Act 1956 or Companies Act, 2013 have been instituted or are pending in relation to the amalgamating and amalgamated companies. 25. Liberty is given to file joint application by Transferee Company and Transferor Company in accordance with Rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 within a period of 30 days as mentioned in Section 230(5) of the Companies Act, 2013. 26. That an affidavit of Compliance of all the conditions laid down herein along with original proof of service to all author....