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TMI Blog2021 (1) TMI 986X X X X Extracts X X X X X X X X Extracts X X X X ..... yanidhi Real Estate Private Limited and Ganesh Infoline Private Limited and Ramdev Vyapaar Private Limited with Anubha Fabrics Private Limited and their respective shareholders, unsecured and secured creditors ('the Scheme') with effect from the appointed date as mentioned in the Scheme. 2. The registered offices of both the Applicant Companies are situated in the State of Gujarat and are under the jurisdiction of the National Company Law Tribunal, Bench at Ahmedabad. 3. It is stated by the Applicant Companies that, the merger of the Transferor Companies with the Transferee Company would improve profitability by improving the efficiency and economic viability of the resultant undertaking as it will have advantage of larger scale of financial management and more resources will be available for the activities of the new undertaking. The amalgamation would substantially reduce duplication of several overhead expenses and formalities and will lead to economy in administrative and management costs and improving overall profitability. The combined managerial and financial resources of the companies would enhance the capability of the resultant unit and to ensu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any. The Board of Directors of the First Applicant Company approved the Scheme of Amalgamation by passing a resolution in its meeting held on 06.12.2019. A copy of the Board Resolution is annexed with the application as Annexure-D (Collectively). 6. The Second Applicant Company was incorporated under the Companies Act, 1956 with the Registrar of Companies, in the state of West Bengal on 30th December, 2008. The Registered Office Shift to the State of Gujarat which was confirmed by the Regional Director's order dated 27.07.2017 and certificate came to be issued by the ROC, Ahmedabad on 4th October, 2017. The Second Applicant Company has annexed with the application, a copy of the Memorandum and Articles of Association of the Second Applicant Company as collectively at Annexure-A. The Authorized Share Capital of the Second Applicant Company is Rs. 5,00,000/- and the Paid-Up Share Capital is Rs. 5,00,000/-. The Second Applicant Company has annexed with the application, a copy of the audited balance sheet as collectively at Annexure-B. It is stated by the Second Applicant Company that subsequent to the above date and till the date of filing the Scheme, there is no change in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o change in the issued, subscribed and paid up capital of the Fourth Applicant Transferee Company. The Board of Directors of the Fourth Applicant Transferee Company approved the Scheme of Amalgamation by passing a resolution in its meeting held on 10.09.2020. A copy of the Board Resolution is annexed with the application as Annexure-D (Collectively). 9. It is stated by the Applicant Companies that the accounting treatment specified in the Scheme of Amalgamation is in conformity with the Accounting Standards as prescribed by the Central Government in terms of Sec. 133 of the Companies Act, 2013. Certificates dated 30.10.2020 issued under Section 133 of the Companies Act, 2013 by the Auditors' for the all the Transferor Companies produced at page 343, while for the Transferee Company the certificate dated 04.11.2020 is produced at with the application. 10. It is stated by the Applicant Companies that no investigation or proceedings under the Companies Act, 1956 / Companies Act, 2013 have been instituted or are pending in relation to the Applicant Companies. 11. It is further stated by the Applicant Companies that no winding up petition is pending ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... icant Company have given their consent, in writing, approving the Scheme of Amalgamation and waiving their right to convene and hold the meeting of Equity Shareholders of Third Applicant Company. The consent affidavits of all the Equity Shareholders of the Third Applicant Transferor are produced at pages 321 to 340 along with the CA certificate. In view of the consent affidavits given by the Equity Shareholders of Third Applicant Company, the meeting of Equity Shareholders of Third Applicant Company is hereby dispensed with. There are no secured and unsecured creditors. 16. It is stated that the Fourth Applicant Company has 23 (Twenty Three) Equity Shareholders and all the Equity Shareholders of Fourth Applicant Company have given their consent, in writing, approving the Scheme of Amalgamation and waiving their right to convene and hold the meeting of Equity Shareholders of Fourth Applicant Company. The consent affidavits of all the Equity Shareholders of the Fourth Applicant Transferor are produced at pages 344 to 458 along with the CA certificate. In view of the consent affidavits given by the Equity Shareholders of Fourth Applicant Company, the meeting of Equity Sharehold ..... X X X X Extracts X X X X X X X X Extracts X X X X
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