2019 (5) TMI 1839

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....der the entire undertaking of the Transferor Companies together with all assets and liabilities relating thereto ongoing concern are proposed to be transferred to and vested in the "Transferee Company" with appointed date being 01st April, 2018 on the terms and conditions fully stated in the Scheme of Amalgamation a copy whereof is annexed hereto and marked with the letter ANNEXURE-A. 3. This Tribunal vide its order dated 23rd January, 2019 in Company Application No. C.A (CAA) NO 896/KB/2018 has recorded that: i. In view of the consents given in affidavit form by all the shareholders of the TRANSFEREE COMPANY AND TRANSFEROR COMPANY, convening and holding of separate meetings of the shareholders of the Transferee Company and Transferor Company are dispensed with. ii. In view of the fact that the TRANSFEREE COMPANY AND TRANSFEROR COMPANIES have NIL Secured Creditors as verified by Auditors Certificate, the requirement of holding separate meeting of secured creditors of the TRANSFEREE COMPANY AND TRANSFEROR COMPANY does not arise. iii. In view of the fact that the TRANSFEREE COMPANY AND TRANSFEROR COMPANY No 1 have NIL Unsecured Creditors verified by ....

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....ir Authorized Representatives, if no such representation is received by the Tribunal within the said period, it shall be presumed that such authorities have no representation to make on the Scheme of Amalgamation. 6. The petitioners have complied with the Directions contained in the order dated 06th March, 2019 in Company Petition C.P.(CAA)No.299/KB/2019 connected with Company Application No. C.A(CAA)No.896/KB/2018 and has filed affidavit of compliance duly affirmed by Sri Ramesh Chand Kalani which is on record. 7. It has been stated in the Company Petition that the reasons that necessitated amalgamation & benefits sought to be achieved a) The TRANSFEROR COMPANY NO.1, the TRANSFEROR COMPANY NO.2 and the TRANSFEREE COMPANY hold shares of each other and are all family held companies and by the process of the Scheme of Amalgamation the entire business will be consolidated into a single business by elimination of cross holdings; b) Apart from pursuing the main objects, The TRANSFEROR COMPANY NO.1, the TRANSFEROR COMPANY NO.2 and the TRANSFEREE COMPANY have made deployment of funds in other investable instruments. The business of the TRANSFEROR COMPANIES and the ....

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....tioner companies are sufficient to meet all their liabilities and the said scheme will not adversely affect the rights of any of the creditors of any of the applicant companies in any manner whatsoever. 9. It is stated in the Company Petition that the Petitioner companies have made due provisions for payment of all liabilities as and when the same fell due. 10. It has been stated in the Company Petition that 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. 11. It has been stated in the Company Petition that the present Scheme of Amalgamation does not contain or provide for Corporate Debt Restructuring. 12. It is further stated in the Company Petition that the Scheme of Amalgamation does not contain any clause whatsoever relating to arrangement and/or compromise with creditor and interest of creditor will not be affected in any manner whatsoever. 13. It is further stated in the Company Petition that the applicant companies has never issued nor agreed to issue any debenture. 14. Sri DEBASISH BANDOPADHYAY, Regional Director, Ea....

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....LIANCE WITH ACCOUNTING STANDARD AS- 14 The Board of Directors of the TRANSFEREE COMPANY hereby undertakes that the Accounting Treatment that will be made in its books will be fully in compliance with AS-14 16. The Official Liquidator, High Court, Calcutta has submitted, his report dated 12th April, 2019 which is on record. The Official Liquidator has recorded AT PARA 8 That the Official Liquidator has not received any complaint against the proposed Scheme of Amalgamation 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. 17. Heard Ld. Counsel for the Petitioners and Authorised Representative of the Regional Director, Eastern Region, Ministry Of Corporate Affairs at Kolkata and the approvals accorded by....