TMI Blog2020 (12) TMI 595X X X X Extracts X X X X X X X X Extracts X X X X ..... 12-2020 - Ms. Manorama Kumari (Judicial Member) And Chockalingam Thirunavukkarasu (Technical Member) PCS, Mr. Kunjal Dalal is present on behalf of the petitioner. The order is pronounced in the open court, vide separate sheet ORDER 1. The instant application is filed by, Applicant Companies under Section 230 to 232 of the Companies Act, 2013 (hereinafter referred to as 'the Act') read with Companies (Compromise, Arrangement and Amalgamations) Rules, 2016 (hereinafter referred to as 'the rules'). By this Petition, the Scheme of amalgamation involves amalgamation of Prerna Infrastructures Private Limited, the applicant transferor company with Aditya Timpack Private Limited, the applicant transferee company and their respective Shareholders and creditors. 2. The Petitioner Companies had filed a joint application being Company Application (CAA) No. 38 of 2020 before this Tribunal seeking for dispensation of (a) the meetings of the Equity Shareholders of both the applicant companies, (b) the meetings of the Secured Creditors of both the applicant companies (c) the meeting of the Unsecured Creditors of Applicant Transferor Company while seekin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f Scheme of Amalgamation. 7. Thus it can be seen from the Report of the Chairman of the aforesaid meeting for approval of Scheme of Amalgamation, it is reported by the chairman the Scheme of Amalgamation was approved unanimously by the persons present at the aforesaid meeting of Unsecured Creditors of Applicant Transferee Company. 8. In view of the Compliance of order dated 03rd July, 2020 the present petition is filed by the above-named applicants with prayer, seeking sanction of Scheme of Amalgamation. 9. It is matter of record that vide order dated 08th September, 2020 admitted the petition and directed issuance of notice of hearing be advertised in Indian Express Ahmedabad Edition in English and Financial Express daily Ahmedabad Edition in Vernacular Language not less than 10 before fixed date of hearing , calling for objections, if any, on or before the date of hearing. This Tribunal also directed to issue notice to Regional Director, Registrar of Companies, Official Liquidator and Income Tax informing the date of hearing i.e. 21/10/2020. 10. Pursuant to the aforesaid order dated 08/09/2020, passed by this Tribunal, the petitioner companies filed affidavit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion. 20/08/2020 Filing of Second Motion Application. e) It is respectfully submitted that the Scheme was approved by the Board on 25/02/2019 and the First Motion Application was executed and notarized on 17/03/2020. However, filing could not be done in view of pandemic covid-19 situation. The application was filed immediately in June, 2020 when the acceptance of documents by NCLT and movement by the citizens in the state was resumed. f) It is further Submitted that the MCA circular was issued on 21/08/2019 after the date of Board Meeting for approval of Scheme of Amalgamation and it was therefore not necessary to incorporate the justification as called for in the Circular. g) It is prayed that the scheme be approved with Appointed date as 01/04/2019 in view of abnormal circumstances which has resulted in the gap of more than one year in filing date of application and appointed date. However, in alternate the Scheme with modification by way of addition of Paragraph 3a immediately after paragraph 3 may be approved. Paragraph 3a. The appointed date proposed under the scheme is 01/04/2019 which is about 11 Mo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Section 232 of the Companies Act, 2013. c) With reference to comments in Para 19 of the report by Official Liquidator the Applicant companies undertakes to preserve its books of accounts, papers and records and shall not be disposed of without prior permission of Central Government as per the provision of Section 239 of the Companies Act, 2013. d) With reference to comments in Para 20 of the report by Official Liquidator the Applicant companies undertakes to make statutory compliance of all the applicable laws. e) With reference to comments in Para 21 of the report by Official Liquidator the Applicant companies undertakes to make payment office expense of Official Liquidator as may be directed by Honorable Tribunal. f) With reference to comments in Para 22 of the report by Official Liquidator the Applicant companies undertakes to file a certified copy of the order sanctioning the Scheme with Registrar of Companies within 30 days from date of receipt of certified copy of the order or within such extended time as may be permitted by Honorable Tribunal. 14. Heard PCS Kunjal Dalal, Authorized Representative for the applicant Companies. 15. Considering the facts ..... X X X X Extracts X X X X X X X X Extracts X X X X
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