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TMI Blog2021 (8) TMI 60X X X X Extracts X X X X X X X X Extracts X X X X ..... mited (Transferor Company No. 2), Nigam Projects Private Limited (Transferor Company No. 3), Nigam Realtors Private Limited (Transferor Company No. 4), One Point Tradelink Private Limited (Transferor Company No. 5), Step Up Commerce Private Limited (Transferor Company No. 6), with ABS Portfolio Private Limited (Transferee Company) whereby and whereunder the entire undertaking of the Transferor Companies together with all assets and liabilities relating thereto as an ongoing concern are proposed to be transferred to and vested in the "Transferee Company" with appointed date being 1st April 2018 on the terms and conditions fully stated in the Scheme of Amalgamation. 2. Ld. Counsel for the Petitioner Companies submits that:- (a) The Board o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed that no proceedings are pending under Sections 210 to 227 of the Companies Act, 2013 against the Petitioner(s). (e) It is stated that 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. Manish Gadia, Registered Valuers. (f) It is submitted by the petitioners that vide order of this Tribunal dated 28th November, 2019 in Company Application (CAA) No. 1248/KB/2019, the meeting of the equity shareholders and creditors of all the petitioner companies were dispensed with. (g) In compliance with the order dated 17th November 2020, passed in CP(CAA) No. 174/KB/2020, the Petitioner Companies have filed affidavit of service affirmed on ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the Petitioner Companies made in para 5 of the rejoinder dated 05/02/2021 states that the Petitioner Companies while approving the proposed Scheme of amalgamation at their respective Board meeting held on 22/01/2019, fixed the Appointed Date as Ist April, 2018 and at that point of time the latest adopted financial results was as at 31/03/2018. Further, such appointed date was fixed in the Board Meeting dated 22/01/2019 much before the Circular No. 09/2019 dated 21/08/2019 issued by the Ministry of Corporate Affairs. However, the Petitioner Companies is willing to accept any other date i.e. 01/04/2019 or even 01/04/2020 as Appointed Date. In view of such submission and willingness, Hon'ble Tribunal may peruse the same and issue order a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s for the financial year 2018-19. However, the said Transferor Company has filed FORM AOC-4 in respect of Financial Statements for the year 2019-20 attaching therewith complete details, including list of investments in unquoted shares and this list of investments is similar and same with the list of investments for 2018-19 and 2017-18 in terms of investee company, nature and quantum of investments. However, the fact remains that the financial statement for 2018-19 filed in MCA portal would continue to host the incomplete financial statement. Hon'ble Tribunal may peruse the same and issue order as deemed fit and proper. (e) In regard to para 2(f) of the earlier representation dated 05/01/2021, the Petitioner Companies by para 8 of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... not stated in the said mail/observations how he is interested/involved in the proposed Scheme. On receipt of the said observations/views, this Deponent, by letter dated 15/01/2021 has taken up the matter with Registrar of Companies, West Bengal for his examination and submit his representation/report in the matter, which is still awaited. In this regard, it is pertinent to refer to valued orders of Hon'ble National Company Law Tribunal, Kolkata Bench in CP(CAA) No. 144/KB/2020 connected with CA(CAA) No. 1527/KB/2019 and also in CP (CAA) No. 418/KB/2020 connected with CA(CAA) No. 1526/KB/2019 where Shri Ashok Kumar Jhunjhunwala, Advocate, High Court, Mumbai made his observations/objections on the financial statements/balance sheet of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ns of the Transferor Companies including those specified in the Schedule of Assets be transferred to and vested in without further act or deed in the Transferee Company and accordingly the same shall pursuant to section 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 be transferred to and become the debts, liabilities, duties and obligations of the Transferee Company. (iii) The employees of the Transferor Companies shall be engaged by the Transferee Company, as provided in the Scheme; (iv) All legal proceedings and/or suits and/or appeals, if any, now pending by or against the Transferor Companies be continued by or against the Transferee Company. (v) The Transferee Company d ..... X X X X Extracts X X X X X X X X Extracts X X X X
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