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TMI Blog2021 (1) TMI 150X X X X Extracts X X X X X X X X Extracts X X X X ..... ny party controverted any averments made in the Petitions to the said Scheme. 3. The sanction of the Tribunal is sought under Sections 230 to 232 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013 and the rules framed there under for the Scheme of Amalgamation of Andromeda Sales And Distribution Private Limited (First Applicant Company / Transferor Company) with Geosansar Advisors Private Limited (Second Applicant Company / Transferee Company). 4. The Petitioner Companies have approved the said Scheme of Amalgamation by passing the Board Resolutions dated 19th December, 2019 which are annexed to the respective Company Scheme Petitions. 5. The Learned Advocate appearing on behalf of the Petitioners states ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e business synergies, market access, unified platform for growth, access to customer base and cost effectiveness.The amalgamation will enable the resulting business and activities of the Transferee Company to be carried on more efficiently, conveniently and advantageously with greater economies of scale, pooling and more efficient utilisation of their resources, elimination of duplication of work, rationalization of administrative structure, reduction in overheads and other expenses and improvement in various other operating parameters.Further, the amalgamation of the Transferor Company with the Transferee Company would inter alia have the following benefits: a. The Transferor Company is a subsidiary of Transferee Company and its amalgama ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 4th August, 2019 or such other date as may be mutually agreed by the Board of Directors of the Transferor Company and the Transferee Company and as may be sanctioned by the NCLT (defined here in below) for the purposes of amalgamation of the Transferor Company with the Transferee Company.. 'Effective Date' the date or last of the dates on which the certified / authenticated copy of the order of the NCLT sanctioning this Scheme is filed with the respective applicable Registrar of Companies by the Transferor Company and the Transferee Company. Further, the Petitioner may be asked to comply with the requirements and clarified vide circular no. F. No.7/12/2019/CL-1 dated 21.08.2019 issued by the Ministry of Corporate Affairs. 10. So far as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tive of any provisions of law and is not contrary to public policy. 15. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 921 of 2020 is made absolute in terms of clauses (a) to (c). 16. Petitioners are directed to file a copy of this Order along with a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically along with E-Form INC-28, within 30 days from the date of receipt of the Order from the Registry. 17. The Petitioner Companies to lodge a copy of this Order and the Scheme duly authenticated by the Joint Registrarof this Tribunal, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty payable within 60 days from the d ..... X X X X Extracts X X X X X X X X Extracts X X X X
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