2021 (12) TMI 1240

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....ors of both the applicant companies be dispensed with. c) It is prayed that necessary directions be given as to the notice to be given to the sectorial regulators or authorities as required under Section (5) of Section 230 of the Act. d) To sanction the proposed Scheme of amalgamation of the Transferor Company with the Transferee Company whereby all the properties, assets, rights and claims whatsoever of the Transferor Company with its entire undertaking together with all rights and obligations relating thereto are proposed to be transferred to and vest in the Transferee Company on terms and conditions as fully stated in the Scheme of Amalgamation. e) To permit the amalgamation of both the Companies in accordance with the provision of the Act and in the greater interest of both the Companies. f) To permit filing of application by the Petitioners for second motion for sanctioning of the Scheme of Amalgamation. g) To pass such other order or orders or further order be made affording complete relief to the petitioners as to the authority deem fit and proper. 3. This Company Petition filed by Cachar Ispat Private Limited (CIPL), the Trans....

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....s and interest of 'Transferor Company' subject never the less to all charges, now affecting the same. 4.5. All the liabilities and duties of 'Transferor Company' be transferred without further act or deed and accordingly the same shall pursuant to Section 232 (1) of the Companies Act, 2013 be transferred to and become the liabilities and duties of 'Transferee Company'. 4.6. All proceedings and/or suits and/or appeals now pending by or against 'Transferor Company' be continued by or against 'Transferee Company'. 5. The necessary particulars about the Applicants Companies are reproduced below: Sl. No. A Transferor Company CACHAR ISPAT PRIVATE LIMITED (CIPL) A1    A2 Shares    Objects of Company (In Brief) Authorized Share Capital of Rs. 50,00,000/- (Rupees Fifty lakhs Only) and Issued, Subscribed and Paid-up Capital of Rs. 34,74,500/- (Rupees Thirty Four Lakhs Seventy Four Thousand Five Hundred Only) To carry on the business as manufacturers, dealers, traders of Steel Ingots, Billets and castings by melting M.S scraps in induction melting furnace, iron masters, iron founders, iron workers, steel makers, electric and blast furna....

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....ointment Rakesh Kumar Surana 00375068 12, M.S Road, Fancy Bazar, Guwahati-781001, Assam DIRECTOR 15/07/1986 Gulab Devi Surana 00384469 12, M.S Road, Fancy Bazar, Guwahati-781001, Assam DIRECTOR 23/04/2018 Rajendra Choraria 00384493 315A,        Central Road, Near Oriental Cinema Hall,          Silchar, Cachar, Assam- 788001 DIRECTOR 08/01/1999 8. It is submitted by the Petitioners that: A copy of the certificate of the Auditor certifying the list of Creditors and an affidavit by the Directors of the Company verifying the list of the Transferor Company have been annexed and marked as ANNEXURE "5". 8.1. A copy of the certificate of the Auditor certifying the list of Creditors and an affidavit by the Directors of the Company verifying the list of the Transferee Company has been annexed herewith and marked as ANNEXURE "6". 8.2. There are no investigations or proceedings pending against any of the petitioner companies. However, certain demands were raised by Income Tax Department and Central Excise Departments, which have been disputed by the Companies....

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....ree Company verified by an Affidavit have been annexed and marked as ANNEXURE "13". 12.1. The Affidavit identifying the shareholders of Transferor Company together with list of shareholders as per the latest annual return filed with the MCA portal for the financial year 2019-20 and certified by the Auditor of the Company is annexed and marked as ANNEXURE "14". 12.2. The Affidavit identifying the shareholders of Transferee Company together with list of shareholders as per the latest annual return filed with the MCA portal for the financial year 2019-20 and certified by the Auditor of the Company is annexed and marked as ANNEXURE "15". 12.3. An Affidavit relating to the disclosures under Section 230(2) of the Companies Act, 2013 of both the Petitioners have been annexed and marked as ANNEXURE "17". 12.4 .The Auditor's Certificate for compliance of Section 133 of the Companies Act, 2013 of the Transferor Company is annexed and marked as ANNEXURE "18" and that of the Transferee Company is annexed and marked as ANNEXURE "19". 13. The Auditor's Certificate, that the Transferor Company and the Transferee Company are not NBFC, is annexed and marked as ANNEXURE "20" and ANNEX....