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TMI Blog2019 (12) TMI 287X X X X Extracts X X X X X X X X Extracts X X X X ..... etition for sanction of the scheme of amalgamation under Sections 230 232 of the Companies Act, 2013 read with Companies (Compromise, Arrangements and Amalgamations) Rule, 2016. Notice was issued to the office of the Regional Director, Registrar of Companies, Official Liquidator, Income Tax Department and Reserve Bank of India. The Tribunal also directed for publication of the notices in English daily Newspaper (the Hindu), Bangalore Edition and Udayavani, Kannada daily Newspaper , Bangalore Edition and ordered to list the matter for hearing. The Tribunal has not shown any provision and also not record any ground while passing the impugned order dated 17th December, 2018. It is also not made clear as to how such stand has been taken ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company Law Tribunal, Bengaluru Bench, Bengaluru ( Tribunal for short) with the following observations: 11. Heard Shri K. G. Raghavan, learned Senior Counsel appearing for the Petitioner. As stated supra, the object and business of the Company involved in the Scheme relates to Chit Funds or Kuries and all similar kinds of schemes which encourage the habit of savings by affording all facilities for the purpose and more especially by opening Chit Savings, Thrift savings, and other deposit schemes in relation to trade or public, commercial and regular needs. Therefore, the ordinary public is involved in the business of the Company and the interest of those ordinary public has to be taken care of while sanctioning the scheme. It ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n, to obtain sanction of the Tribunal to the scheme of amalgamation, whereby Shriram Chits Private Limited (Transferor Company No. 1), Shriram Chits (Maharashtra) Ltd. (Transferor Company No. 2) and Shriram Chits Tamilnadu Private Limited (Transferor Company No. 3) were to be amalgamated with Shriram Chits (Karnataka) (hereinafter referred to as the Appellant/Transferee Company). 2. The Appellant sought dispensing of the meeting of the shareholders and creditors of the Transferee Company specifically stating that insofar as the subscribers to the chits were concerned they were not the creditors of the company and, therefore, a meeting of the subscribers was not required to be called to consider the scheme. 3. The Tribunal, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 7. In so far as the Transferor company No. 3 Shriram Chits Tamil Nadu Private Limited is concerned the scheme of amalgamation/merger of the Transferor Companies with the Transferee Companies was sanctioned by the Tribunal vide order dated 25th July, 2018. 8. The Regional Director/Registrar of Companies filed a detailed affidavit on 10th August, 2018 to the scheme wherein, inter-alia, the following stand was taken and the following observations was made : (7) ROC has observed that since the chit companies are controlled by registrar of chits of the concerned state, necessary approvals, may be obtained from the concerned authorities to the scheme in the interest of public/chit holders. The petitioner com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... served aforesaid. 12. It is stated that insofar as the Transferor Company No. 1 (Shriram Chits Private Limited) and Transferor Company No. 2 (Shriram Chits (Maharashtra) Private Limited are concerned, the scheme of amalgamation/merger with the Transferee Company was sanction by the National Company Law Tribunal, Hyderabad Bench vide order dated 13th February, 2019. 13. This Appellate Tribunal on hearing the Appellant noticed that the Appellant has followed all the procedure as prescribed under Section 230 232 of the Companies Act, 2013 and read with Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 and the Tribunal earlier, Chennai Bench sanctioned the scheme of amalgamation/merger of Transferor Company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ior permission from the chit funds. 15. The Tribunal has not shown any provision and also not record any ground while passing the impugned order dated 17th December, 2018. It is also not made clear as to how such stand has been taken by the Tribunal while earlier order of amalgamation as detailed above with regard to the Transferor Company and the Transferee Company (Appellant) has been approved. 16. In view of the aforesaid finding, we set aside the impugned order dated 17th December, 2018 and remit the matter to the Tribunal to pass appropriate order approving the scheme of amalgamation/merger under Section 230 -232 of the Companies Act, 2013 with such condition as required to be imposed in terms of any law including Th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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