TaxTMI 
TaxTMI 
TaxTMI 
2022 (2) TMI 20
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....ited, being the Petitioner No. 5 abovenamed ("Transferor Company No. 5" or "Petitioner No. 5"), Simplex Complex Private Limited, being the Petitioner No. 6 abovenamed ("Transferor Company No. 6" or "Petitioner No. 6"), Simplex Hirise Private Limited, being the Petitioner No. 7 abovenamed ("Transferor Company No. 7" or "Petitioner No. 7"), Simplex Plaza Private Limited, being the Petitioner No. 8 abovenamed ("Transferor Company No. 8" or "Petitioner No. 8"), with Ambey Concrete Foundation Private Limited, being the Petitioner No. 9 abovenamed ("Transferee Company" or "Petitioner No. 9") whereby and whereunder the Transferor Company(ies) is/are proposed to be amalgamated with the Transferee Company from the Appointed Date, viz. 01st April, 2020 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation ("Scheme"). 2. The Petition has now come up for final hearing. Counsel(s) for the Applicants submits as follows:- (a) The Scheme was approved unanimously by the respective Board of Directors of the Petitioner Companies at their meetings held on 04h March, 2021. (b) The circumstances which justify and/or have necessitated the Scheme and the benefits of ....
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....the Scheme. By an order dated 15th November, 2021 the instant petition was admitted by this Tribunal and fixed for hearing on 23rd December, 2021 upon issuance of notices to the Statutory/Sectoral Authorities and advertisement of date of hearing. In compliance with the said order dated 15th November, 2021 the Petitioner(s) have duly served such notices as follows: (h) The Petitioner(s) have also published such advertisements once each in the Financial Express (Kolkata Edition) in English and Aajkaal (Kolkata Edition) in Bengali in their respective issues dated 03rd December, 2021. An affidavit of compliance in this regard has also been filed by them on 10th December, 2021. (i) All statutory formalities requisite for obtaining sanction of the Scheme have been duly complied with by the Petitioners. The Scheme has been made bona fide and is in the interest of all concerned. 3. Pursuant to the said advertisements and notices the Regional Director, Ministry of Corporate Affairs, Kolkata ("RD") and Official Liquidator, Calcutta High Court have filed their representations before this Tribunal. 4. The Official Liquidator has filed his report dated 16th December, 2021 and concluded as....
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.... the Transferee Company shall pass such accounting entries which are necessary in connection with the Scheme to comply with other applicable Accounting Standards such as AS-5 or IND-AS-8 etc. Paragraph No. 7 of Jt. Affidavit: The Transferee company undertakes that it shall comply with AS-14 (Accounting for Amalgamation) and shall pass such accounting entries which are necessary in connection with the Scheme. The Transferee Company undertakes that it shall also comply with AS-5 (Accounting for prior period Items). (e) Paragraph No. 2(e) of RD Affidavit: The Hon'ble Tribunal may kindly seek the undertaking that this scheme is approved by the requisite majority of members and creditors as per section 230(6) of the Companies Act 2013 in meeting duly held in terms of section 230(1) read with sub-sections (3) to (5) of section 230 of the said Act and the Minutes thereof are duly placed on record. Paragraph No. 8 of Jt. Affidavit: (a) By an order dated That Hon'ble National Company Law Tribunal, Kolkata bench vides its order dated 11-August-2021 in Company Application No. C.A. (CAA) No. 70/KB/2021, has recorded that: (i) Meetings dispensed: Meetings of the Equity Sha....
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....Affidavit: It is submitted that as per instructions of the Ministry of Corporate Affairs, New Delhi, a copy of the scheme was forwarded to the Income Tax Department on 02/09/2021 with a request to forward their comments/observations/objections, if any. However, the same is still awaited. Paragraph No. 11 of Jt. Affidavit: The Petitioner Company(ies) have not received any observation from the office of the Income Tax. 6. Heard submissions made by the Ld. Counsel appearing for the Petitioner and RD. Upon perusing the records and documents in the instant proceedings and considering the submissions, we allow the petition and make the following orders:- (a) The Scheme of Amalgamation mentioned in paragraph 1 of the petition, being Annexure "A" is hereby sanctioned by this Tribunal to be binding with effect from 01st April, 2020 ("Appointed Date") on Ambey Concrete Structures Private Limited, ("Transferor Company No. 1"), Green Field Nirman Private Limited ("Transferor Company No. 2"), Pratibha Plaza Private Limited ("Transferor Company No. 3"), Regal Niwas Private Limited ("Transferor Company No. 4"), Regal Plazza Private Limited ("Transferor Company No. 5"), Simplex Complex P....