TMI Blog2022 (1) TMI 68X X X X Extracts X X X X X X X X Extracts X X X X ..... oved - application allowed. - CP (CAA) No. 12/ALD/2021 and CA (CAA) No. 08/ALD/2021 - - - Dated:- 6-12-2021 - Rajasekhar V.K., Member (J) And Virendra Kumar Gupta, Member (T) For the Appellant : Vinay Shukla and Ankit Kumar Singh, Advs. ORDER Virendra Kumar Gupta, Member (T) 1. The Present Joint Company Petition is filed by Transferor Companies and Transferee Company under Sections 230 and 232 and other applicable provisions of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, for sanction of Scheme of Amalgamation of Kumaon Seeds Private Limited (Transferor Company No. 1), Laxmi Estate Developers Private Limited (Transferor Company No. 2), Naini Stock-Invest Pri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... timize benefits available under the law. The consolidated Company with far enlarged asset base, higher profitability and net worth will be better placed to access low cost fund for its expansion and diversification requirements. (d) The amalgamation will result in simplification and rationalization of the holding structure and reduction in corporate legal entities. 5. The Transferor Companies and Transferee Company have stated that the accounting treatment proposed in the Scheme of Amalgamation is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013, as certified by the Auditors of the Transferor Companies and Transferee Company. 6. It has also been stated in the Petition that no pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company will issue 2 (Two) Equity Share of ₹ 10 each, credited as fully paid up, for every 1(One) Equity Share of ₹ 10 each held in the Transferor Company 4. 10. The Transferor Companies and Transferee Company have also annexed the valuation and share exchange ratio report dated 16 December, 2020, given by Mr. Kailash Chand Gupta, IBBI Registered Valuer having registration No. IBBI/RV/06/2020/13606 for valuation of shares, securities and other financial Assets for determination of share exchange ratio. 11. A perusal of the present Petition discloses that initially the Transferor Companies and Transferee Company had filed Company Application CA (CAA) No. 8/ALD/2021 seeking directions of this Tribunal to dispense with the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tated notice, the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi, has filed its report by way of affidavit dated 22nd September 2021, along with report of Registrar of Companies, Uttarakhand, Dehradun. The Regional Director, Northern Region, in Para 5 of his report has mentioned that the Appointed Date of proposed scheme of amalgamation as 01.04.2020 and as per Clause 6.5 of Scheme of amalgamation provides protection of the interest of the employees and employee benefits. The Ld. Regional Director, in his report, has made no major observation. 15. In response to the above stated notice, the Official Liquidator, Ministry of Corporate Affairs, Uttarakhand, Dehradun has also submitted its report through a repre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . 19. In the result, the proposed Scheme of Amalgamation, which is annexed to the Company Petition stands approved and sanctioned. The Transferor Companies and Transferee Company are required to act upon as per terms and conditions of the sanctioned Scheme and the same shall be binding on all the Shareholders, and Creditors of Transferor Companies and Transferee Company with effect from the Appointed Date i.e. 1st day of April, 2020. 20. While approving the Scheme as above, it is clarified that this order should not be construed as, in any way, granting exemption from payment of stamp duty (if any, is applicable), taxes (including Income Tax, GST or any other charges, if any, are applicable) and payment in accordance with law or in re ..... X X X X Extracts X X X X X X X X Extracts X X X X
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