TMI Blog2021 (1) TMI 1028X X X X Extracts X X X X X X X X Extracts X X X X ..... n of share capital except to the extent of cancellation of any cross holding of shares between Transferor Companies; and between the Transferor Companies and the Transferee Company, as the case may be - The Applicants has stated that the accounting treatment proposed in the Scheme of Amalgamation is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013. Certificates from the respective Statutory Auditors of all the Companies have been filed along with the Application. This Tribunal directs that, in view of the consent affidavits given by the Shareholders of the Transferor Company No. 1 2 and The Transferee Company, the requirement of convening meeting of the Shareholders of the Transferor Company No. 1 2 and The Transferee Company, for the purpose of considering and if thought fit approving the proposed Scheme of Amalgamation, are dispensed with - there is no Secured Creditors in the Transferor Company No, 1 2 and the Transferee Company, accordingly, the requirement of convening meeting of the Secured Creditors of the Transferor Company No, 1 2 and the Transferee Company, for the purpose of considering and if thought fit appr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r Company No. 1 is a private limited company registered under the provisions of the Companies Act, 1956. The Authorised Share Capital of the Transferor Company No. 1 is ₹ 1,00,00,000 divided into 10,00,000 Equity Sharee of ₹ 10 each. The present Issued, Subscribed and Paid-up Share Capital of the Company is ₹ 20,00,000 divided into 2,10,000 Equity Shares of ₹ 10 each. The Main Objects of the Company are set out in its Memorandum and Article of Association annexed with the Application and marked as Annexure A-1/1 and are placed at page nos. 50 to 78. Presently, the Transferor Company No. 1 is engaged in purchase, sale and trading of agriculture products and other commodities and other related activities. The Company has also set up a banquet hall and related infrastructure in joint venture with the Transferee Company. 3, In the Application, it is stated that the Transferor Company No. 2 is a private limited company registered under the provisions of the Companies Act, 1956. The Authorised Share Capital of the Transferor Company No. 2 is ₹ 10,00,000 divided into 10,00,000 Equity Shares of ₹ 10 each, The present Issued, Subscribed and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 30th September, 2020, 8. The Board of Directors and management of the Applicant Companies have proposed Scheme of Amalgamation of Bhargava Traders Pvt Ltd and Bhrigu Traders Pvt Ltd with First Choice Hotels Pvt Ltd, for the following reasons: i. All the Transferor Companies and the Transferee Company are closely held private limited Group Companies under common shareholding, management and control. The proposed amalgamation of the Tansferor Companies with the Transferee Company would result in consolidation of various Group Companies and pooling of their resources into a single entity. ii. The proposed Amalgamation would result in optimising and leveraging existing resources of these Companies for the most beneficial utilization of these factors in the combined entity. It would be advantageous to combine the activities and operations of all these Companies in a single entity and building strong capability to effectively meet future challenges in competitive business environment. iii. The proposed Scheme of Amalgamation wilt result in usual economies of a centralized and a large company including elimination of duplicate work, reduction in overheads, better and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferor Company No. 2: i) The Transferor Company No. 2 has 3 (three)Equity Shareholders and all the Shareholders have given their consents by way of deposing individual affidavits, ii) The Transferor Company No. 2does not have any Secured Creditor and Nil list of Secured Creditor, duly certified by the Chartered Accountants, is enclosed herewith. iii) The Applicant Transferor Company No. 2 has 3 (three)Un-secured Creditor and all the Un-secured Creditor have given their written consents/NOC by way of affidavit for the proposed Scheme of Amalgamation. Transferee Company i) The Transferee Company has 2 (two) Equity Shareholders and both the Equity Shareholders have given their consents by way of deposing individual affidavits, ii) The Transferee Company does not have any Secured Creditor and Nil list of Secured Creditor, duly certified by the Chartered Accountants, is enclosed herewith. iii) The Applicant Transferee Company has only 1 (one)Un-secured Creditor and the sole Un-secured Creditor has given his written consents/NOC by way of affidavit for the proposed Scheme of Amalgamation. 12. The Applicants has stated that the accoun ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ansferee Company, the requirement of convening meetings of the Unsecured Creditors of Transferor Company No, 1 2 and the Transferee Company, for the purpose of considering and if thought fit approving the proposed Scheme of Amalgamation, are dispensed with. 17. The Applicant Companies are directed to serve the notice along with a copy of the Scheme upon; (a) the Central Government through the office of the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi', (b) the Registrar of Companies, Uttar Pradesh, Kanpur; and (c) The Official Liquidator, Uttar Pradesh, Allahabad; and (d) the Income Tax Department, with a direction that they may submit their representation(s), if any, within a period of 30 (thirty) days from the date of receipt of such notice to the Tribunal and a copyies Of such representation(s) shall simultaneously be served upon the Applicant Companies, failing which, it shall be presumed that the authorities have no representation(s) to make on the Scheme of Amalgamation as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 18. With the above directions CA(CAA)No.02/ALD of 2021 is disposed of a ..... X X X X Extracts X X X X X X X X Extracts X X X X
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