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TMI Blog2019 (4) TMI 604X X X X Extracts X X X X X X X X Extracts X X X X ..... ), Hexa Properties Private Limited ( Second Transferor Company ) with Agility Multitrade Private Limited ( The Transferee Company ) and their respective Shareholders. 2. The sanction of this Tribunal is sought under section 230 to 232 of the Companies Act, 2013, to the Scheme of Merger (by absorption) of Zeus Multitrade Private Limited ( First Transferor Company ), Hexa Properties Private Limited ( Second Transferor Company ) with Agility Multitrade Private Limited ( The Transferee Company ) and their respective Shareholders. 3. The Petitioner Companies have approved the said Scheme of Merger (by absorption) by passing the Board Resolutions and thereafter they have approached the Tribunal for sanction of the Scheme. 4. The Learned Counsel for the Petitioner Companies further submits that the First, Second Petitioner Companies are presently not engaged in any major business activity. The Third Petitioner Company is presently having income from renting activities. 5. The rational for the Scheme The Transferee Company is holding stake directly in the First Transferor Company and indirectly through First Transferor Company in Second Transferor Company. The Transferor Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sfer and vesting of the entire undertaking and business of the First Transferor Company and the Second Transferor Company with and into the Transferee Company pursuant to the provisions of Section 230 to Section 232 and other relevant provisions of the Companies Act, 2013. 6. The Authorized, Issued, Subscribed and Paid-up share capital of the First Transferor Company as on 31st March, 2018 is as under: Authorised Amount (Rs.) 20,00,000 Equity Shares of ₹ 10/- each 2,00,00,000 Total 2,00,00,000 Issued, Subscribed Paid-up 12,00,000 Equity Shares of ₹ 10/- each 1,20,00,000 Total 1,20,00,000 7. The Authorized, Issued, Subscribed and Paid-up share capital of the Second Transferor Company as on 31st March, 2018 is as under: Authorized Amount (Rs.) 100,000 Equity Shares of ₹ 10/- each. 10,00,000 Total 10,0 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Petitioner Companies, since all equity shareholders of the Petitioner Companies voted In favor of the Resolution for the Scheme. 11. The Counsel for the Petitioners submit that in terms of clause 11 of the Scheme, since the entire issued, subscribed and paid up share capital is held by Transferee Company and its nominees, no shares will be issued to shareholders i.e. Transferee Company and its nominees upon merger in lieu or exchange of its holding in the Transferor Company and share capital of the Transferor Company as on effective date shall stand cancelled. Clause 11 of the Scheme is reproduce is as follows: Since the Transferor Companies are the wholly owned subsidiaries of the Transferee Company, upon the Scheme being sanctioned by the Hon ‟ ble NCLT and the transfer having been effected as provided hereinabove, all the equity shares held by the Transferee Company and its Nominees in the Transferor Companies shall be cancelled and extinguished as on the Appointed Date. Accordingly, there will be no issue and allotment of equity shares of the Transferee Company to the Shareholders of the Transferor Companies upon this Scheme becoming effective. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the Scheme, the Transferee Company may be allowed in respect of fees payable by the Transferee Company on its Authorised Share Capital, subsequent to the Amalgamation for setting off of fees paid by the Transferor Company on its Authorised Share Capital in accordance with the provisions of Section 232 (3) (i) of the Companies Act, 2013. (g) ROC-Mumbai vide report/letter No. R.O.C/STA (DG) 151190/230 to 232/1331 dated 14.06.2018 has inter alia mentioned that noth the transferor Company as well as Transferee Company has not filed eform GNL-1 with all attachments with ROC. The Deponent prays that the Petitioner Companies may be directed to do the above compliance. 14. Apropos observations made in paragraph IV (a) of the Report of Regional Director is concerned, the council on behalf of the petitioner companies undertakes that notices have been served upon all the Regulatory Authorities namely, (i) concerned Income Tax Authorities with in whose jurisdiction the Petitioner Company s assessments are made, (ii) Central Government through Regional Director, Western Region, Mumbai, and (iii) Registrar of Companies, Mumbai and (iv) Official Liquidator (v) Regional Director, Weste ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lative of any provisions of law and is not contrary to public policy. And hereby this bench, to the Petitioner Companies, do Order that: a. The Petitioner Companies to lodge a copy of this order and the Scheme duly certified by the Deputy Director, National Company Law Tribunal, Mumbai Bench, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of receipt of the order. b. Petitioner Companies are directed to file a certified copy of this order along with a copy of the Scheme with the concerned Registrar of companies, electronically, along with E-form INC 28 in addition to the physical copy, within 30 days from the date of issuance of the order by the Registry, duly certified by the Deputy Director or Assistant Registrar, as the case may be, of the National Company Law Tribunal, Mumbai Bench. c. The Petitioner Companies to pay costs of ₹ 25,000/- each to the Regional Director, Western Region, Mumbai. Transferor Companies to pay cost of ₹ 25,000/- each to the Official Liquidator, High Court, Bombay. The costs to be paid within four weeks from the date of receipt of Orde ..... X X X X Extracts X X X X X X X X Extracts X X X X
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