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2020 (2) TMI 1479 - Tri - Companies LawApproval of Scheme for Amalgamation - sections 230 to 232 of the Companies Act, 2013 - HELD THAT - Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition filed by the Petitioner/ Transferor Company made absolute in terms of prayer clauses at 49 (i) of the said Petition. The Petitioner/Transferor Company and Non-Petitioner/Transferee Company are directed to file a certified copy of this order along with a copy of the Scheme with the concerned Registrar of Companies within 30 (thirty) days from the date of the receipt of this order, as per the relevant provisions of Companies Act, 2013 - A certified copy of this order along with a copy of the Scheme shall be lodged with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same, within 60 (sixty) days from the date of receipt of this Order. The Effective Date of the scheme is the date on which the certified copies of the orders of this Tribunal sanctioning this scheme are filed with both the Registrar of Companies, Mumbai and New Delhi, whichever is later. It is clarified that for the period between the Appointed Date and the Effective Date, the business of the Petitioner/ Transferor Company shall be carried on by the Petitioner/Transferor Company in trust and for and on behalf of the Non-Petitioner/ Transferee Company - The Petitioner/Transferor Company shall be dissolved without winding-up after this Scheme becomes effective. The scheme is sanctioned - application allowed.
Issues Involved:
1. Scheme of Amalgamation 2. Compliance with Tribunal Orders 3. Service of Notices 4. Approval from Equity Shareholders 5. Observations by the Regional Director 6. Effective Date and Appointed Date 7. Compliance with Accounting Standards 8. Jurisdictional Approval 9. Dissolution of Transferor Company Issue-wise Detailed Analysis: 1. Scheme of Amalgamation: The Scheme involves the amalgamation of Freecharge Payment Technologies Private Limited (Transferee Company) and Accelyst Solutions Private Limited (Transferor Company) under Sections 230 to 232 of the Companies Act, 2013. Both companies are wholly owned subsidiaries of Axis Bank Limited. The Scheme is deemed beneficial for the Petitioner Company as outlined in Paragraph 15 of the Petition. 2. Compliance with Tribunal Orders: The Tribunal directed a meeting of the Equity Shareholders of the Transferor Company to be convened, initially scheduled for 24th October 2018 and later rescheduled to 15th January 2019. The Transferor Company complied with these directions, as evidenced by the affidavit of Shri Rahul Vermani, the Chief Finance Officer of Accelyst Solutions Private Ltd. 3. Service of Notices: Notices were issued to the equity shareholders, secured and unsecured creditors, and relevant authorities including the Income Tax Authority, Central Government, SEBI, Registrar of Companies, Official Liquidator, IRDAI, and AMFI. Proof of service is annexed to the Petition. 4. Approval from Equity Shareholders: The meeting of the Equity Shareholders held on 15th January 2019, chaired by Shri Rahul Vermani, saw unanimous approval of the Scheme. The requisite quorum as per Section 103 of the Companies Act, 2013, was present, and the Chairman's report dated 16th January 2019 was filed with the Tribunal. 5. Observations by the Regional Director: The Regional Director's report dated 15th January 2019 included several observations: - Notices to concerned authorities under Section 230(5) of the Companies Act, 2013. - Compliance with AS-14 (IND AS-103) and other applicable Accounting Standards. - Filing an undertaking confirming the Scheme's consistency. - Submission of admitted copy of the Petition and Minutes of the order. - The Appointed Date should comply with Section 232(6) of the Companies Act, 2013. - Setting-off fees on Authorized Share Capital as per Section 232(3)(i). - Jurisdictional approval from NCLT Delhi for the Transferee Company. 6. Effective Date and Appointed Date: The Tribunal fixed the Appointed Date as 1st April 2018, modifying the initially proposed date of 7th October 2017. The Effective Date is the date when certified copies of the Tribunal's order are filed with the Registrars of Companies in Mumbai and New Delhi, whichever is later. 7. Compliance with Accounting Standards: The Petitioner/Transferor Company undertakes to comply with AS-14 (IND AS-103) and other applicable Accounting Standards such as AS-5 (IND AS-8). 8. Jurisdictional Approval: The requisite approval from NCLT Delhi was obtained via order dated 22nd October 2019, ensuring compliance with jurisdictional requirements. 9. Dissolution of Transferor Company: Upon the Scheme becoming effective, the Petitioner/Transferor Company shall be dissolved without winding-up. The business of the Transferor Company will be carried on in trust for the Transferee Company from the Appointed Date to the Effective Date. Final Orders: - The Scheme is sanctioned with the Appointed Date fixed as 1st April 2018. - The Petitioner/Transferor Company and Non-Petitioner/Transferee Company must file certified copies of the Tribunal's order with the concerned Registrar of Companies within 30 days. - A certified copy of the order must be lodged with the Superintendent of Stamps within 60 days for stamp duty adjudication. - The Petitioner/Transferor Company is directed to pay costs of ?25,000/- each to the Regional Director, Western Region, Mumbai, and the Official Liquidator, High Court, Bombay within four weeks. - All authorities are directed to act on a certified copy of this order with the Scheme annexed. - The Scheme is sanctioned, and any interested person may apply to the Tribunal for necessary directions.
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