TaxTMI 
TaxTMI 
2018 (8) TMI 2180
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....] with Simplex Impex Private Limited [hereinafter referred to as the Transferee Company] under Section 230 to 232 of the Companies Act, 2013 and their respective shareholders for obtaining sanction of this Tribunal regarding Scheme of Amalgamation proposed to be made between the Transferee Company and the Transferor Company and their respective shareholders. A copy of the Scheme of Amalgamation has been annexed with the application as Annexure A. 2. The object of this application is to ultimately obtain sanction of this Tribunal to a Scheme of Amalgamation proposed to be made between the applicant companies and their respective shareholders under the Scheme of Amalgamation whereby and whereunder: - i. The entire undertaking of t....
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....s. 10/- each 10,30,000 Total 10,30,000 Issued, subscribed and paid up share capital 1,03,000 Equity Shares of Rs. 10/- each fully paid up. 10,30,000 Total 10,30,000 7. It is stated in the application that the Transferee Company, being a registered Non Banking Financial Company, had applied to the Reserve Bank of India for its approval of the Scheme of Amalgamation and the Reserve Bank of India vide its letter dated 17" January 2018 bearing Ref No. DNBS.RO.KOL.N0.4122/99.06.002/2017-18 dated 17/1/2018 has issued its "No-Objection" to the said Scheme of Amalgamation. A Copy of the letter issued by the Reserve Bank of India dated 17th January 2018 is annexed with the application as "Annexure-1" page 215 t....
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....ing of separate meetings of the Unsecured creditors of the Applicant Companies, are dispensed with." 9. It reveals from the record that the petitioner companies, in compliance of order dated 4/7/2018 of this Tribunal, served notice in Form CAA-3 along with the Scheme of Amalgamation, explanatory statement as required under Section 230 of the Companies Act, 2013 upon the Central Government through Regional Director, ROC, West Bengal, the Official Liquidator and the Income Tax Department. A copy of Affidavit of Service have been filed by each of the petitioner companies affirmed on 12/7/2018. 10. Further notice of the hearing of the Petition has been published once each in "Financial Express" in English and once in the "Aajkal" (Vernacu....
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....tation has been received against the proposed Scheme of Amalgamation. The petitioner companies are also up-dated in filing their statutory returns. It is further submitted that on examination of the proposed scheme of Amalgamation, it appears that the proposed scheme is not prejudicial to the interest of members/shareholders and/or public. The central Government has, therefore, decided that the instant petition/ scheme need not be opposed." 15. Further, the Official Liquidator upon perusal of the reports of Mr. Tarapada Dutta, Chartered Accountant, has prepared his report dated 13% July 2018, wherein he has concluded by observing the following: "That after scrutiny of the report submitted by the Chartered Accountant and other re....
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..... (Transferor Company) thereto shall be transferred to and vested in or be deemed to have been transferred to and vested in Simplex Impex Pvt. Ltd. (Transferee Company) as a going concern so as to become with effect from the Appointed Date and accordingly the same shall be transferred to and vest without any further deed or Act in Transferee Company pursuant to Section 230(7) of the Companies Act, 2013 for all the estates and interests of Transferor Company subject nevertheless to all charges now affecting the same; iii. All the liabilities and duties of Transferor Company be transferred without any further act or deed to Transferee Company and accordingly the same shall be pursuant to Section 230 (7) of the Companies Act, 2013 be ....