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TMI Blog2017 (11) TMI 1752X X X X Extracts X X X X X X X X Extracts X X X X ..... rst transferor company and Nichepro Technologies P. Ltd,. the second transferor company with Teamlease Staffing Services P. Ltd., the transferee company. 2. The sanction of the Tribunal is sought under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 to a scheme of amalgamation of ASAP Info Systems P. Ltd., the first transferor company and Nichepro Technologies P. Ltd., the second transferor company with Teamlease Staffing Services P. Ltd., the transferee company. 3. The petitioner-company has approved the said scheme of amalgamation by passing the board resolution which is annexed to the company scheme petition. 4. The learned advocate appearing on behalf of the petitioner states that the petition has been ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the opinion of the management the transferor companies and the petitioner-company are under the same management and that the management is of the opinion that the merger will lead to synergies of operations and more particularly the following benefits with greater integration and financial strength for the amalgamated entity, which would result in maximizing overall shareholder value, and will improve the financial position of the amalgamated entity and that the amalgamation would provide synergistic linkages besides economies in costs and other benefits resulting from the economies of scale, by combining the businesses and operations of the transferor companies and the petitioner-company and thus contribute to the profitability of the amal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... has issued reminder dated October 4, 2017. (c) Certificate by company's auditors stating that the accounting treatment if any proposed in the scheme of compromise or arrangement is in conformity with the Accounting Standards prescribed under section 133 of the Companies Act, 2013 read with Rules not provided. In this regard petitioner to undertake to submit the same. (d) The petitioner-companies have submitted copy of the admit ted petition and it is observed that clauses 15 to 21 is missing in the petition." 8. So far as the observation in paragraph IV(a) and (b) of the report of the Regional Director is concerned, learned counsel for the petitioner-company submits that the petitioner-company/transferee company undertakes to com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1, 2017. 11. The observations made by the Regional Director have been explained by the petitioner-company in paragraphs 8 to 10 above. The clarifications and undertakings given by the petitioner-company are accepted by the Tribunal. 12. From the material on record, the scheme appears to be fair and reasonable and is not violative of any provisions of law including but not limited to the Companies Act, 2013; Income-tax Act, 1961 ; Accounting Standards and various other applicable statutory acts and is not contrary to public policy. 13. Since all the requisite statutory compliances have been fulfilled, Company Petition No. 782 is made absolute in terms of prayer clauses (a) to (c) thereof. Accordingly, the scheme stands sanctioned with an ..... X X X X Extracts X X X X X X X X Extracts X X X X
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