TMI Blog2021 (7) TMI 934X X X X Extracts X X X X X X X X Extracts X X X X ..... d, being the Petitioner No. 1 above named ( Transferor Company or Petitioner No. 1 ) with SRG Logistics Private Limited, being the Petitioner No. 2 above 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ontrol and running of the businesses to attain operational efficiencies, cost competitiveness, create synergies and capitalize on the growth opportunities to the fullest extent. ix) 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 Amalga ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... have duly served such notices on the Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata on 16.03.2020.; Registrar of Companies, Kolkata on 16.03.2020, Official Liquidator, High Court, 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 for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oards Report and Financial Statements for the year ended 31.03.2017, 31.03.2018 and 31.03.2018. Paragraph No. 2 of Rejoinder: Snowquiz Dealcom Ltd., a Public Company had duly filed its Form MGT-14 in respect of Section 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 p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ee Company, as provided in the Scheme; (f) The Transferee Company do without further application issue and allot to the shareholders of the Transferor Company, the shares in the Transferee Company to which they are entitled in terms of the 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 Regist ..... X X X X Extracts X X X X X X X X Extracts X X X X
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