9911796707
TMI Blog2021 (7) TMI 934X X X X Extracts X X X X X X X X Extracts X X X X ..... ove named ("Transferee Company" or "Petitioner No. 2") whereby and where under the Transferor Company is proposed to be amalgamated with the Transferee Company from the Appointed Date, viz 01.04.2019 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation ("Scheme"). 2. The Petition has now come up for final hearing. Counsel for the Applicants submits as follows:- (a) The Scheme was approved unanimously by the respective Board of Directors of the Petitioner Nos. 1 and 2 at their meetings held on 15.01.2019 respectively. (b) The circumstances which justify and/or have necessitated the Scheme and the benefits of the same are, inter alia, as follows:- i) The transferor company and the transferee company a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The said scheme will have beneficial result for the companies concerned, their shareholder, employees and all concerned. (c) The Statutory Auditors of the Petitioner Nos. 2 have by their certificate dated 04.07.2019 confirmed that the accounting treatment in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013. (d) No proceedings are pending under Sections 210 to 227 of the Companies Act, 2013 against the Petitioner(s). (e) The exchange ratio of shares in consideration of the Amalgamation has been fixed on a fair and reasonable basis and on the basis of the Report thereon of M/s. Ganeriwala & Ganeriwal, Chartered Accountants. Further, M/s. Ganeriwala & Ganeriwal, a Chartere ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Calcutta on 16.03.2020, Competition Commission of India on 14.03.2020, Income Tax Officer having jurisdiction over the respective the Transferor and Transferee Company on 16.03.2020 and upon the Chief Commissioner of Income Tax on 16.03.2020. The Petitioner(s) have also published the advertisements once each in the English daily in "Business Standard" and in Bengali daily in "Aajkal" in their respective issues dated 13.03.2020. An affidavit of compliance in this regard has also been filed by them on 18.03.2020. (i) All statutory formalities requisite for obtaining sanction of the Scheme have been duly complied with by the Petitioners. The Scheme has been made bona fide and is in the interest of all concerned. 3. Pursuant to the said adve ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 179(3) of the Companies Act, 2013 for the year ended 31st March 2017, 31st March 2018 and 31st March 2019 on 30.12.2020. Copies of the challan are enclosed in the rejoinder and marked as "Annexure A. 6. Heard submissions made by the Ld. Counsel appearing for the Petitioner, Regional Director, Eastern Region, Kolkata, Upon perusing the records and documents in the instant proceedings and considering the submissions, we allow the petition and make the following orders:- (a) The Scheme of Amalgamation mentioned in paragraph 1 of the petition, being Annexure "A" hereto, be and is hereby sanctioned by this Tribunal to be binding with effect from 01.04.2019 ("Appointed Date") on Snowquiz Dealcom Limited ("Transferor Company") and SRG Logistics ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Scheme; (g) Leave is granted to the Petitioner(s) to file the Schedule of Assets of the Transferor Company in the form as prescribed in the Schedule to Form No. CAA7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 within three weeks from the date of receiving a copy of this order; (h) The Transferor Company and the Transferee Company shall each within thirty days of the date of the receipt of this order, cause a certified copy thereof to be delivered to the Registrar of Companies for registration and on such certified copies being so delivered, the Transferor Company shall be dissolved with effect from the date or last of the dates of filing of the certified copies of the order, as aforesaid (Effective Date) ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
