9911796707
TMI Blog2020 (12) TMI 818X X X X Extracts X X X X X X X X Extracts X X X X ..... ntative for the Petitioner Companies. No objector has come before this Tribunal to oppose the Petition nor has any party controverted any averments made in the Petition. 3. The sanction of this Tribunal is sought under Sections 230 to 232, and other applicable provisions of the Companies Act, 2013, to a Scheme of Amalgamation of Kripa Trading Private Limited, First Transferor Company, Purica Foods Private Limited, Second Transferor Company with Roop Commercials Private Limited, Transferee Company. 4. The Learned Authorized Representative for the Petitioner Companies submits that the Board of Directors of the Petitioner Companies, at their respective meetings held on 9th October, 2019 have approved the Scheme of Amalgamation, and thereafte ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vings are expected to flow from more focused operational efforts, rationalization and standardization of administrative expenses. 7. The Learned Authorized Representative for the Petitioner Companies further submits that the Petition had been filed in consonance with the Order dated 12th June, 2020, passed by this Tribunal in the connected Company Applications No. C.A. (CAA) 4009/MB/C-IV/2019, C.A. (CAA) 4005/MB/C-IV/2019 and C.A. (CAA) 4049/MB/C-IV/2019. 8. The Learned Authorized Representative for the Petitioner Companies states that the Petitioner Companies have complied with all requirements as per the directions of this Tribunal and have filed necessary Affidavits confirming compliance. 9. The Regional Director, (Western Region), M ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny on its authorised capital subsequent to the amalgamation and therefore, petitioners to affirm that they comply the provisions of the section. (d) Para 14(iii) of Part-B of the Scheme which provides as under: "The excess / deficit of net assets value (Fair value of Assets minus Fair value of liabilities) of the Transferor Companies transferred to the Transferee Company after adjusting against the cost of investment in Second Transferor company by the First Transferor Company and consideration paid by Transferee company as per Clause 12 of this scheme and after making adjustment as mentioned in sub- clauses 14.1 to 14.3 above, shall be debited to Goodwill or credited to Capital Reserve as the case may be" In this regard, it is mos ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... compliance with the provisions of Section 232(3)(i) of the Companies Act, 2013. (d) As far as the observations made in paragraph IV (d) of the Report of the Regional Director is concerned, the Petitioner Companies undertake that the Capital Reserve, if any, so created shall not be used as a free reserve and it may be shown as an amalgamation reserve and to be shown separately in the Financial Statement of the Transferee Company. 12. The observations made by the Regional Director have been explained by the Petitioners in Paragraph 11 above. Moreover, the Petitioner Companies, undertake to comply with all statutory requirements, if any, as required under the Companies Act, 2013 and the Rules made thereunder whichever is applicable. The ..... X X X X Extracts X X X X X X X X Extracts X X X X
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