TMI Blog2021 (8) TMI 1154X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Applicant Companies. All of them have given their consent in the form of Affidavits. The proposed scheme in question prima facie satisfy fundamental requirements for its sanction, subject to approval of this Tribunal - The Applicant Companies stated to be following all provisions of Companies Act, 2013, and rules made thereunder. In any case, dispensing with meeting in question would not deprive any aggrieved party to approach this Tribunal at any point of time, when the approval of scheme in question finally come for consideration. The Company application deserves to be allowed - The scheme is sanctioned. - CA (CAA) No. 36/230/HDB/2021 - - - Dated:- 13-8-2021 - M.B. Gosavi, Member (J) And Veera Brahma Rao Arekapudi, Member ( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n all kinds of artistic objects furniture fixtures etc. for use and ornamentation or any property used in the decoration or furnishing of buildings, exhibitions or other structures of all kinds and nature whatsoever. (Copy of the Memorandum of Association of the Transferor Company is annexed as Annexure - A1 to the Application). c. The share capital structure of the Transferor Company as on July 05, 2021 is as follows: Subsequent to July 05, 2021 and till the date of filing this application, there is no change in the authorized, issued, subscribed or paid-up share capital of the Transferor Company. (Certified copy of the audited financial statements as on 31.03.2020 of the Transferor Company is annexed as Annexure-A2 to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e audited financial statements as on 31.03.2020 of the Transferee Company is annexed as Annexure-A4 to the Application). 3. The Board of Directors of the Applicant Companies at their respective meetings held on 15th June, 2021 have resolved to amalgamate the Transferor Company into the Transferee Company pursuant to a Scheme of Amalgamation between JBR Interio Technologies Private Limited (Transferor Company) and RBJ Technologies Private Limited (Transferee Company) and their respective Shareholders and Creditors. A certified copy of the Board Resolutions passed by the Board of Directors of the Applicant Companies is annexed as Annexure 5 Annexure 6 to the Application. RATIONALE FOR THE SCHEME The Board of directors of both ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferee Company and hence the sole shareholder of the Transferor Company is the Transferee Company. A Certificate dated 05.07.2021 issued by Mr. Tapasvilal Deora, PCS, certifying the list of Shareholders and the no. of shares held by them in the Transferor Company is enclosed to the application at Annexure A9. It is averred that sole shareholder has given his consent Affidavit stating no objection to the proposed Scheme of Amalgamation, which is attached as Annexure A10 to the Application. B. It is averred that the Transferee Company has one equity-shareholder and seven preference shareholders as on July 05, 2021. A Certificate dated 05.07.2021 issued by Mr. Tapasvilal Deora, PCS, certifying the list of Shareholders and the no. of sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... A Certificate issued by the Statutory Auditor M/s. Ravi Ladia Co. certifying the list of Secured Unsecured Creditors of the Transferee Company and showing the respective amounts due to them by the Transferor Company, is annexed as Annexure-A15 to the Application. Consent affidavits given by 99.58% of the Unsecured Creditors of the Transferee Company stating no objection to the proposed scheme of amalgamation are attached as Annexure - A16 to the Application. 7. COMPLIANCE OF ACCOUNTING STANDARD The accounting treatment proposed in the Scheme of Amalgamation between JBR Interio Technologies Private Limited (Transferor Company) and RBJ Technologies Private Limited (Transferee Company) and their respective Shareholders and Credit ..... X X X X Extracts X X X X X X X X Extracts X X X X
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