TaxTMI 
TaxTMI 
TaxTMI 
2021 (11) TMI 483
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....any averments made in the Petitions to the said Scheme. 3. The sanction of the Tribunal is sought under Sections 230 to 232 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013 and the rules framed there under for the Scheme of Amalgamation of Merger by Absorption of KLADENET TECHNOLOGIES PRIVATE LIMITED, the Transferor Company with UNIFYND TECHNOLOGIES PRIVATE LIMITED (FORMERLY KNOWN AS "UNIFYND ANALYTICS PRIVATE LIMITED"), the Transferee Company. 4. The Petitioner Companies have approved the said Scheme of Amalgamation by passing the Board Resolutions dated 21st July, 2020 which are annexed to the respective Company Scheme Petitions. 5. The Learned Advocate appearing on behalf of the Petitioners states th....
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....te to the profitability of the amalgamated Company. Also, the amalgamation shall enable effective management and unified control of operations. This would enable streamlining the activities. b. It would be advantageous to combine the activities and operations of both the Companies into a single Company for leveraging financial and operational resources and for the benefit of lesser compliance issues. c. The Scheme of Merger by Absorption will result in cost saving for both the Companies and is expected to result in administrative efficiency and higher profitability levels for the Transferee Company. 9. The Regional Director has filed his Report dated 1st September, 2021 inter-alia making the following observations in Paragraphs IV(a) t....
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....have been served to the concerned authorities which are likely to be affected by Amalgamation. IV (c) Hon'ble NCLT may kindly direct the petitioners to file an affidavit to the extent that the Scheme enclosed to Company Application & Company Petition, are one and same and there is no discrepancy or deviation. So far as the observation in paragraph IV (c) of the Report of the Regional Director is concerned, the Petitioner Companies undertake that the Scheme enclosed to Company Application & Company Petition, are one and same and there is no discrepancy / any change / changes are made. IV (d) As per the Definition of the Scheme "Appointed Date" means 1st day of April, 2020 or such other date....
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....malgamation and therefore, petitioners to affirm that they comply the provisions of the section. So far as the observation in paragraph IV (e) of the Report of the Regional Director is concerned, the Learned Counsel for the Petitioner Companies submits that the setting off of fees paid by the Transferor Company on its Authorised Share Capital shall be accordance with provisions of section 232(3)(i) of the Companies Act, 2013. IV (f) As per Clause 12 of the Scheme In case of any difference in the accounting policy between the transferor company and the Transferee Company, the impact of the same till the Appointed Date of the merger by Absorption will be quantified and adjusted in the Free/ General Re....
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....Regional Director, Western region had filed its Supplementary Report with the National Company Law Tribunal, Mumbai bench. The observations made by the Regional Director have been explained by the Petitioner Companies in Para 9 above. The Representative of the RD has submitted that the explanations and clarifications given by the petitioner companies are found satisfactory and that they have no objection to the Scheme. 11. The Official Liquidator has filed his report on 10th August, 2021 in the Company Scheme Petition No. 1068 of 2020, inter alia, stating therein that the affairs of the Transferor Company have been conducted in a proper manner not prejudicial to the interest of the Shareholders of the Transferor Company and that the Transf....