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TMI Blog2019 (12) TMI 1585X X X X Extracts X X X X X X X X Extracts X X X X ..... the Companies Act, 2013 (CA, 2013) r/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (Rules, 2016) and NCLT Rules, 2016. The present petition has been filed by the Petitioner Companies named above for the purpose of the approval/sanction of the Scheme of Amalgamation, as contemplated between the Companies and its Shareholders by way of Amalgamation of Transferor Company with the Transferee Company. 2. As per the Scheme of Amalgamation (Scheme), "Indus Valley Investment & Finance Private Limited" (Transferor Company) is proposed to be merged with "Osiatic Consultants and Investments Private Limited" (Transferee Company) as a going concern. 3. Both the Transferor and Transferee Companies are having their Registered ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aling shares, stocks, debentures, debenture stock etc. 7. The Transferee Company is carrying on the business of providing consultancy in manufacture, investment, technical, industrial, financial and commercial activities related thereto etc. 8. The Counsel appearing for the Petitioner Companies has submitted that the rationale and circumstances that have necessitated the present Scheme is that the Scheme would benefit shareholders and other stakeholders of the respective companies, increase growth prospects, reduce overheads, better finances, facilitate adequate resource mobilization, strengthening and consolidating the position of the Amalgamated Company and enabling it to participate more vigorously and profitably. Further, the amalgama ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nsferor Company is an NBFC. Further, it is submitted that he has not received any complaint against the Scheme from any person/party interested in the Scheme in any manner also as per the documents submitted by the Petitioner Companies the affairs of the Transferor Company do not appear to have been conducted in a manner prejudicial to the interest of its members or to the interest as per the provisions of the Companies Act 2013/1956. 12. In reply to the observation made by the OL in the Report, the Transferor Company has filed an aff1davit dated 28.11.2019 in the shape of an undertaking and stated that the status as NBFC of the Transferor Company has been cancelled by the RBI vide its Order dated 02.08.2018. The RBI has stated in its Ord ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Accounting Standard-14 of the Accounting Standards prescribed under Companies (Accounting Standard) 2006 r/w section 133 of the Act 2013. 16. On Becoming the Scheme effective, if there arises any need of amending MOA/Articles of association the same may be done and the required form (s) may be filed with the RoC for information. 17. There is no additional requirement for any modification and the Scheme of Amalgamation appears to be fair and reasonable and is not contrary to public policy and not violative of any provisions of law. All the statutory compliances have been made under Sections 230 to 232 of the Act, 2013. Taking into consideration the above facts, the Company Petition is allowed and the Scheme of Amalgamation annexed wit ..... X X X X Extracts X X X X X X X X Extracts X X X X
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