TaxTMI 
TaxTMI 
2022 (4) TMI 210
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....r Company No. 4" or "Petitioner No. 5") and PRATIGYA HOTELS & RESORTS PRIVATE LIMITED the Petitioner No. 6 above named ("Transferor Company No. 5" or "Petitioner No. 6") and PRATIGYA NURSERY PRIVATE LIMITED the Petitioner No. 7 above named ("Transferor Company No. 6" or "Petitioner No. 7") and QUATRE COMMODITIES PRIVATE LIMITED the Petitioner No. 8 above named ("Transferor Company No. 7" or "Petitioner No. 8") and REVOO AGENCIES PRIVATE LIMITED the Petitioner No. 9 above named ("Transferor Company No. 8" or "Petitioner No. 9") and SUNLIKE MERCHANTS PRIVATE LIMITED the Petitioner No. 10 above named ("Transferor Company No. 9" or "Petitioner No. 10") with PLANET COMMODITIES PRIVATE LIMITED the Petitioner No. 1 above named ("Transferee Company" or "Petitioner No. 1") Transfer Date or Appointed Date being 01st April, 2019 pursuant to Section 230 to 232 of the Companies Act, 2013 and Rules made there under 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 for the Applicants submits as follows:- (a) The Scheme was approved by the respective Board of Directors of the Pet....
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.... 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. (c) The Statutory Auditors of the Petitioner Companies have by their certificate all dated 02nd December, 2019 confirmed that the accounting treatment in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013. (d) The exchange ratio of shares in consideration of the Amalgamation has been fixed on a fair and reasonable basis and on the basis of the Report dated 25-11-2019 thereon of ANIL KUMAR GUPTA, IBBI, Registered Valuer with Regn. No. IBBI/RV/06/2019/11155. (e) By an order dated 13th July, 2021 in Company Application No. C.A. (CAA) No. 184/(KB)/2020 this Tribunal made the following directions with regard to meeting(s) of shareholders and creditors under Section 230(1) [read with Section 232(1) of the Act]:- (i) Meeting(s) dispensed: Meeting of Equity Shareholders of the Applicant Companies, and Unsecured Creditors of Applicant No. 1, 2, 4, 6, 8, 9 & 10 for considering the Scheme are dis....
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....cial 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. 4. The RD has filed his reply affidavit dated 11th February, 2022 ("RD affidavit") which has been dealt with by the Petitioner(s) by their Rejoinder affidavit dated 12th February, 2022 ("Rejoinder"). The observations of the RD and responses of the Petitioner(s) are summarized as under:- Paragraph 2(a) of RD Affidavit Appointed Date is 1st April 2019. In terms of the Circular No. 09/2019 dated 21.08.2019 of the Ministry of Corporate Affairs, "where the 'appointed date' is chosen as a specific calendar date, it may precede the date of filing of the application for scheme of merger/amalgamation in NCLT. However, if the 'appointed date' is significantly antedated beyond a year from the date of filing, the justification for the same would have to be specifically brought out in the scheme and i....
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....mplaint and/or representation regarding the proposed Scheme of Amalgamation has been received against the Petitioner Companies, Further, as per available records all the petitioner companies are updated in filing their Statutory Returns. However, the Registrar of Companies, West Bengal in the said report stated that the Case bearing No. C/7697/2013 and C/7698/2013 under section 146(1) r.w. 146(4) of the Companies Act, 1956 are pending before the Chief judicial Magistrate, Alipore Court against the Companies namely M/s. Pratigya Hotels & Resorts Private Limited and M/s. Pratigya Nursery Private Limited respectively. (Copy of the ROC, WB letter dated 04.10.2021 is marked as Annexure-I) for ready reference. Paragraph 2(b) of Rejoinder No adverse comments made by the Registrar of Companies, West Bengal in his report to the Regional Director. Further the Registrar of Companies, West Bengal has not received any Complaint and/or representation from any person on the proposed Scheme. The Registrar of Companies, West Bengal in his report addressed to the Regional Director has stated that the Case bearing No. C/7697/2013 and C/7698/2013 under section 146(1) r.w. 14....
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.... Paragraph 2(e) of Rejoinder The Deponent duly authorised by the Petitioner Companies hereby affirms that the Scheme enclosed to the Company Application and Company Petition are one and same and there is no discrepancy or no change is made. Paragraph 2(f) of RD Affidavit The Petitioners under provisions of section 230(5) of the Companies Act 2013 have to serve notices to concerned authorities which are likely to be affected by the Amalgamation or arrangement. Further, the approval of the scheme by the Hon'ble Tribunal may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such authorities shall be binding on the Petitioner Company(s) concerned. Paragraph 2(f) of Rejoinder The Petitioner Companies have complied with the directions contained in the order passed by the Hon'ble National Company Law Tribunal, Kolkata Bench and have effected service upon all Regulatory Authorities as directed in the order passed by the said Tribunal in their order at the dispensation stage and also at the time of second motion stage and have filed affidavit of compliance. The Petition....
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....be transferred to and vested in PLANET COMMODITIES PRIVATE LIMITED for all the estate and interest of DREAMVIEW TRADELINK PRIVATE LIMITED, ESSMA COMMODITIES PRIVATE LIMITED, GOLD STAR AGRO PRODUCTS PRIVATE LIMITED, IDA LOGISTICS PRIVATE LIMITED, PRATIGYA HOTELS & RESORTS PRIVATE LIMITED, PRATIGYA NURSERY PRIVATE LIMITED, QUATRE COMMODITIES PRIVATE LIMITED, REVOO AGENCIES PRIVATE LIMITED and SUNLIKE MERCHANTS PRIVATE LIMITED but subject nevertheless to all charges, now affecting the same; c. All the liabilities and duties of DREAMVIEW TRADELINK PRIVATE LIMITED, ESSMA COMMODITIES PRIVATE LIMITED, GOLD STAR AGRO PRODUCTS PRIVATE LIMITED, IDA LOGISTICS PRIVATE LIMITED, PRATIGYA HOTELS & RESORTS PRIVATE LIMITED, PRATIGYA NURSERY PRIVATE LIMITED, QUATRE COMMODITIES PRIVATE LIMITED, REVOO AGENCIES PRIVATE LIMITED and SUNLIKE MERCHANTS PRIVATE LIMITED be transferred without further act or deed to PLANET COMMODITIES PRIVATE LIMITED and accordingly the same shall pursuant to Section 232 of the Companies Act, 2013 and read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 be transferred to and become the liabilities and duties of PLANET COMMODITIES PRIVATE LIMIT....