H.P. Chaturvedi, Member - (1.) The instant company petition is filed under Sections 230, 231 and 232 of the Companies Act, 2013 seeking prayer for sanction of the proposed scheme of arrangement for amalgamation of transferor company with the transferee company being the petitioner company. The present company petition is connected with earlier Company Application No. (M)27 of 2016 filed before the Hon'ble Allahabad High Court. The arrangement for amalgamation as proposed among following companies (hereinafter to be named as transferor companies) with the transferee company Indian Toner Developers Limited, are as under: (i). ITDL Imagetec Limited (ii). ABC Commercial Company Limited. (iii). Alankar Securities Private Limited. (iv). Triveni Securities Private Limited. (v). Mahavir Prototech Private Limited.
(2.) As per the proposed scheme of arrangement of amalgamation the whole business and undertaking of transferor companies is proposed to be merged with the transferee company. Such amalgamation shall take effect from the appointed date as prescribed/defined in the scheme of arrangement of amalgamation.
(3.) It is also stated that as per the scheme all the assets, liabilities, proceedings, interest of the transferor companies subject to all charges if any existing on such assets as well as all applications concerning the same and any part thereof on the appointed date shall deemed to have been vested with the transferee company pursuant to the provision of Sections 391, 392 & 394 of the Companies Act, 1956 read with corresponding provision of the present Company Act, 2013. It is also stated that all the assets, liabilities without further act and deed are proposed to be merged with and vested in the transferee company (e.g. with the Indian Toners and Developers Limited) without being wound up, with effect from the appointed date. It is also stated that the transferor and transferee company are agreed to and abide by changes in share exchange ratio as may be decided by this Tribunal. The share exchange ratio has been determined in accordance with share valuation reports in respect of the transferor companies and transferee company. The valuation report of share exchange ratio is prepared by one M/s. AARA & Company, Chartered Accountant, as per the settled principle of valuation. The same was submitted to Board of Directors of the respective companies who in turn also approved it.;