9911796707
TMI Blog2019 (6) TMI 1384X X X X Extracts X X X X X X X X Extracts X X X X ..... ) with M/S. UNISTAR RESOURCES AND TRADES PRIVATE LIMITED (hereinafter referred to as the "Transferee Company " ) under Section 230 to 232 of the Companies Act, 2013 read with relevant rules, for obtaining sanction of this Tribunal regarding Scheme of Amalgamation proposed to be made between the Transferee Company and the Transferor Companies and their respective shareholders. A copy of the Scheme of Amalgamation has been annexed marked as Annexure ' A (pages 29 to 60) of the Application. 2. The object of this petition is to obtain sanction of this Tribunal to the Scheme of Amalgamation whereby and where-under the entire undertaking of the Transferor Company together with all assets and liabilities relating thereto ongoing concer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... change Ratio i.e. 5 fully paid equity shares of Rs. 10/- each of Unistar Resources & Trades Pvt. Ltd. (The Transferee Company) in exchange of 16 equity shares of Rs. 10/- each of Vivek Trade & Investment Pvt. Ltd. (The Transferor Company) by M/S. SDP & ASSOCIATES, Chartered Accountants. A copy of the Valuation Report of M/S. SDP & Associates are annexed marked as Annexure 'l. 5. The petitioner Companies have come before the Tribunal with this Company Petition i.e. this Second Motion and submitted the following documents along with the Company Petition:- (i) Copy of the Scheme of Amalgamation have been annexed and marked as "ANNEXURE - A" (ii) Copies of Memorandum and Articles of Association of the Petitioner Companies ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... A copy of the individual notices are annexed marked as Annexure to this application. The Petitioners have not received any objection from any of the above authorities till the filing of the petition so it is presumed that they have no objection to the sanctioning of the Scheme. 6. It is stated in the application that there are no proceedings pending under Section 235 to 251 of the Companies Act, 1956 and Section 217, 219, 221, 224 and 225 of the Companies Act, 2013 against any of the applicant companies. 7 It is also stated in the application that the assets of the Petitioner Companies are sufficient to meet all their liabilities and the said scheme will not adversely affect the rights of any of the creditors of any of the applicant compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing jurisdiction over the respective petitioner companies. (iv) Reserve Bank of India, if applicable. (v) Competition Commission of India. (vi) The Official Liquidator High Court, Calcutta pursuant to Section 230 (5) of the Companies Act, 2013 read with Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 with suitable changes in the notice relating to waiver of meetings and such other relevant and sectoral regulators / authorities, if applicable, which are likely to be affected by the proposed Scheme by sending the same by hand delivery through special messenger or by registered post or speed post within 7 days from the date of this order for filing their representations, if any on the petition. (vii) T ..... X X X X Extracts X X X X X X X X Extracts X X X X
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