TaxTMI 
TaxTMI 
2022 (4) TMI 657
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....e of Amalgamation of PARASRUP SUPPLIERS PRIVATE LIMITED being the Petitioner No. 2 above named (" Transferor Company No. 1 " or "Petitioner No. 2 ") and SAFALTA COMMODITIES PRIVATE LIMITED being the Petitioner No. 3 above named (" Transferor Company No. 2 " or "Petitioner No. 3 ") with AMRITLAXMI BUSINESS PRIVATE LIMITED being the Petitioner No. 1 above named (" Transferee Company " or "Petitioner No. 1 ") with Appointed Date 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 for the Applicants submits as follows:- (a) The Scheme was approved by the respective Board of Directors of the Petitioner Companies at their....
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....tion will enable the establishment of a larger company with larger resources and a larger capital base enabling further development of the business of the company concerned. The said scheme will also enable the undertakings and business of the said applicant company to obtain greater facilities possessed and enjoyed by one large company compared with a number of small Companies for raising capital, securing and conducting trade on favorable terms and other benefits; (g) The said scheme will contribute in furthering and fulfilling the objects of the Company concerned and in the growth and development of these businesses; (h) The said scheme will strengthen and consolidate the position of the amalgamated company and will enable the amalga....
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....are dispensed with in view of all shareholders of Petitioner Companies having respectively given their consent to the Scheme by way of affidavits. (ii) Meeting(s) directed to be held: No meetings were directed to be held (iii) No requirement of Meeting(s): Secured Creditors of Petitioner Companies - NIL Secured Creditors verified by Auditors Certificate. Unsecured Creditors of the Petitioner Companies - NIL Unsecured Creditors verified by Auditors Certificate. (g) Consequently, the Petitioner(s) presented the instant petition for sanction of the Scheme. By an order dated 16th February, 2022 the instant petition was admitted by this Tribunal and fixed for hearing on 22nd day of March, 2022 upon issuance of notices to the Statutor....
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....ies 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. 5. The RD has filed his reply affidavit dated 21st March, 2022 ("RD affidavit") which has been dealt with by the Petitioner(s) by their Rejoinder affidavit dated 22nd March, 2022 ("Rejoinder"). The observations of the RD and responses of the Petitioner(s) are summarized as under:- Paragraph 2 (a) of RD Affidavit It is submitted that as per available records, it appears that no complaint and/or representation regarding the proposed Scheme of Amalgamation h....
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....agraph 2 (d) of RD Affidavit The Hon'ble Tribunal may kindly direct the Petitioners to file an affidavit to the extent 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 (d) 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 (e) of RD Affidavit It is submitted that as per instructions of the Ministry of Corporate Affairs, New Delhi, a copy or the scheme was forwarded to the Income Tax Department on 30/12/2021 with a request to forward their comm....
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....th Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 be transferred to and vested in AMRITLAXMI BUSINESS PRIVATE LIMITED for all the estate and interest of PARASRUP SUPPLIERS PRIVATE LIMITED and SAFALTA COMMODITIES PRIVATE LIMITED but subject nevertheless to all charges, now affecting the same; c. All the liabilities and duties of PARASRUP SUPPLIERS PRIVATE LIMITED and SAFALTA COMMODITIES PRIVATE LIMITED be transferred without further act or deed to AMRITLAXMI BUSINESS 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 AMRITLAXMI BUSINESS....