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2021 (7) TMI 873

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..... C024082 having registered office situated at No. B-05, 5th Floor, Solus Jain Heights, 1st Cross, J.C. Road Bangalore -560027. Its Authorised Share Capital is Rs. 6,00,00,000/- divided into 6,00,000 Equity Shares of Rs. 100/- each and the Issued, Subscribed and Paid-up Capital is Rs. 3,42,80,000/- divided into 3,42,800 Equity Shares of Rs. 100/- each as on 31.03.2020. The Transferee Company is inter-alia engaged to carry on the business of manufacturers of, dealers in, exporters and Importers of, all varieties of steel, special steel, carbon steel, tool alloy steel, mild steel and any other kind and grades of steel etc. (2) M/s. G R V & P K, Chartered Accountants, have issued a Certificate dated 10.04.2021 by certifying that there are 24 (Twenty-Four) Equity Shareholders in Transferee Company as on 01.03.2021, viz., Mr. Ranjeet Kanunga holding 86,150 Equity Shares, Ms. Leela Kanunga holding 1,31,550 Equity Share, Mr. Ranjeet Kanunga HUF holding 58,300 Equity Shares etc. Accordingly, Mr. Ranjeet Kanunga, has filed an Affidavit dated 15.04.2021 by inter alia stating that he is Equity Shareholder holding 86, 150 Equity Shares in the Transferee Company and has given consent to the sch .....

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..... galore 560026. Its Authorised Share Capital is Rs. 6,00,000/- divided into 6,00,000 Equity Shares of Re. 1/- each and the Issued, Subscribed and Paid-up Capital is Rs. 5,00,000/- divided into 5,00,000 Equity Shares of Re. 1/- each as on 31.03.2020. The Transferor Company No. 1 is inter-alia engaged in business to act as consultants for both financial and non-financial areas. To act as consultants in the field of financial accounting & income tax, project management, sales tax, excise, service tax, customers, export and Import etc. (6) M/s. Swadhin Chhajed and Associates, Chartered Accountants, have issued a Certificate dated 05.04.2021 by certifying that there are 07 (Seven) Equity Shareholders in Transferor Company No. 1 as on 01.03.2021, viz., M/s. VRC Technology Private Limited holding 2,49,000 Equity Shares, M/s. Tanzii Vintrade Private Limited holding 2,49,000 Equity Share etc. Accordingly, Mr. Jitendra Kanunga, the Director of M/s. Tanzii Vintrade Private Limited has filed an Affidavit dated 15.04.2021 by inter alia stating that they are Equity Shareholder holding 2,49,000 Equity Shares in the Transferor Company No. 1 and given consent to the scheme and confirm that he has .....

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..... stating that they are Equity Shareholder holding 2,48,500 Equity Shares in the Transferor Company No. 2 and given consent to the scheme and confirm that he has no objection for the dispensation of the meeting of the Equity Shareholders. Similarly, Another Equity Shareholder except 05 (Five) Equity Shareholders have filed their Affidavit with similar declaration for the proposed Scheme of Arrangement. (10) M/s. Swadhin Chhajed and Associates, Chartered Accountants, have issued a Certificate dated 05.04.2021 by certifying that there is 01 (One) Unsecured Creditors in Transferor Company No. 2 as on 01.03.2021, viz., Ms. Hema Kananga due amounting to Rs. 2,51,500/. Accordingly, Ms. Hema Kananga, has filed an affidavit dated 15.04.2021 inter-alia stating that she is Unsecured Creditor of the Transferor Company No. 2 owed an amount of Rs. 2,51,500/- and has given consent to the scheme and confirm that he has no objection for the dispensation of the meeting of the Unsecured Creditors. Further, the said Chartered Accountants, have issued another Certificate dated 05.04.2021 by certifying that there are no Secured Creditors in Transferor Company No. 1 as on 01.03.2021. (11) M/s. VRC Te .....

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..... ertificate dated 05.04.2021 by certifying that there are no Secured Creditors in Transferor Company No. 1 as on 01.03.2021. (14) The Board of Directors of the Applicant Companies in its respective meetings held on 31st March, 2021, have approved and adopted the Scheme of Arrangement. (15) Further, M/s. G R V & P K, Chartered Accountants, the Statutory Auditors of the Transferee Company, has issued a Certificate dated 10.04.2021 by inter alia stating that the proposed accounting specified in paragraph 12 of the Scheme, as such, is in compliance with Accounting Standards prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended from time to time), Companies (Accounting Standards) Amendment Rules, 2016 and other Generally Accepted Accounting Principle. (16) The rationale for the Scheme inter-alia the proposed reorganization of the Transferee Company, the Transferee Company proposes to enhance its business operation activities by way of amalgamation of three other Companies belonging to the same group with the Transferee Company etc. (17) It is further stated that no investigations, proceedings are pending again .....

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