2019 (12) TMI 1586

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....mpromises, Arrangements and Amalgamations) Rules, 2016. The present petition has been filed by the Petitioner Companies named above for the purpose of the approval of the Scheme of Amalgamation, as contemplated between the Companies and its Shareholders by way of Amalgamation of Transferor Companies with the Transferee Company. As per the Scheme of Amalgamation (in short, 'Scheme", "Neeraj Consultants Private Limited" "Motlay Finance Private Limited" "Global Capital Ltd." (hereinafter referred to as "Transferor Companies" are proposed to be merged with " Sunrays Properties and Investments Company Private Limited" (hereinafter referred to as 'Transferee Company' as a going concern. 2. The Transferor Company 1 being a private Com....

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....f various resources and eliminate cross holdings within the group, (b) enhance growth prospects, reduce overheads, administrative, managerial and other costs and expenditure and remove inefficiencies and bring operational rationalization and organizational efficiency and (c) achieve a linear and cleaner entity and consolidate the nonbanking financial services business under one entity. 9. The Counsel appearing for the Petitioner Companies has submitted that clause 4.7 Scheme states that all proceedings under applicable laws relating to taxes shall not abate, be discontinued or in any way prejudicially affected by reason of the amalgamation under. this scheme, but shall continue and be enforced by or against the amalgamated company as effe....

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.... Petitioner Companies is of the view that the affairs of the 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. 14. Para 6 of the Scheme provides that the amalgamation of each of the amalgamating companies shall be accounted for in the books of account of the amalgamated company in accordance with "Pooling of Interests Method" of accounting as per the accounting standard (AS) 14, "Accounting for Amalgamations" as prescribed under the Companies Rules, 2006 applicable to the amalgamated Company pursuant to Rule 3(2) of the Companies Rules, 2015 notified under se....