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TMI Blog2019 (2) TMI 1756X X X X Extracts X X X X X X X X Extracts X X X X ..... Hon'ble Shri Ratakonda Murali, Member (Judicial) For the Applicants Divya Datla, Advocate. For the Respondent:Mr. M.Anil Kumar, Advocate for OL Mr. Rajeev Ratna, CGSC ORDER 1. The present Company Petition in CA (CAA) No. 12/230/HDB filed under Section 230 of the Companies Act,2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules,2016, praying for an order for sanctioning the proposed scheme of Amalgamation by virtue of which M/S. Shriram Chits Private Limited (Transferor Company / Applicant), M/S. Shriram Chits (Maharashtra) Limited( Transferor Company -2) and M/S. Shriram Chits Tamil Nadu Private Limited (Transferor Company-3) amalgamated with M/S. Shriram Chits (Karnataka) Private Limited (Transferee Company) 2. Brief Facts, leading to filing of the present Company Petition, are as under: a) The Petitioner Company, Shriram Chits Private Limited, was incorporated on 8 th December, 1981, under the name and style of Shrilekha Chit Funds Investments Private Limited in the state of Andhra Pradesh under the Companies Act, 1956. The name of the Company was subsequently changed to Shriram Chit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... reate a consolidated base for the future growth of the amalgamated entity. iv. The promoters of the transferor companies and the transferee company are the same persons, who continue to remain shareholders of the transferor companies, and the transferee company, and the merger of these entities would only strengthen and reinforce the management of these companies. v. The amalgamation will enable appropriate consolidation of the activities of the Transferor Companies and the Transferee Company with pooling and more efficient utilization of their resources, greater economies of scale, reduction in overheads and other expenses and improvement in various operating parameters, in addition to enabling the carrying on of the business in a more efficient, streamlined and organized fashion. vi. As a result of the amalgamation, the subscribers to the chits floated by the transferor companies and the transferee company would have the benefit of dealing with a much larger and stronger entity, with a significantly increased capital, and asset base. vii. The combined entity after the amalgamation would have the necessary size, and bandwidth with large chit bus ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... holding of the meeting of the Shareholders of the Petitioner Company. h) It is averred that the Petitioner Company has no secured creditors as of 31 st March, 2017. i) The Statutory auditor had also issued a certificate to the effect that the accounting treatment in the scheme of Amalgamation is in accordance with the section 133 of the Companies Act, 2()13. 3. Heard Counsel for Petitioner and Counsel for Respondents. 4. This Tribunal Vide its order dated 2.03.2018 in CA (CAA) No. 12/230/HDB/2018 dispensed with the conducting and holding of the meeting of the Shareholders of the Petitioner Company. 5. The learned counsel appearing on behalf of the petitioner Company submitted that the rational of the scheme of Amalgamation is that the combined entity after the amalgamation would have the necessary size and bandwidth with large chit business across the country. Further it is submitted that no investigation, proceedings are pending against the Company under the Companies Act, 2013. 6. This Tribunal vide its order dated 23.08.2018 ordered notices to the Regional Director, Register of Companies, Official Liquidator, and Inc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e secured creditors as on 08-08-2017 is nil. However, the petitioner company has not furnished any documentary evidence in respect of settlement of secured loans. Further, it is observed that as per the Balance sheet dated 31-03-2017 the Net liability on chits lifted by foremen, for an amount of ₹ 111,44,71,000/- and Sundry Creditors - Services for an amount of ₹ 53,70,78,029.80/- the details of the above said amounts are not furnished. 11. The Petitioner Companies have filed reply Affidavit in response to the observations made by Official Liquidator where under the petitioner company stated that the Petitioner Company has no secured creditors as on 31-03-2017 for its Chit Fund Operations. However, the petitioner company has obtained a certificate from State Bank of India, the sole secured creditor to the effect that it has no objection to the scheme of amalgamation. 12. The net liability on chits lifted by foremen and sundry creditors are concerned, it is averred that these liabilities pertains to the chit business that is carried on by the petitioner company and arise in the usual course of business of conducting and administering these chits. Ther ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... transferred to and vest in the Transferee company for all the state and interest of the Petitioner Company and accordingly the same shall pursuant to Section 232 of the Companies Act, 2013 be transferred to and become the liabilities and duties of the Transferee Company; and 3. All the liabilities including taxes and charges if any and duties of the Transferor Company No. 1 be transferred without further act or deed to the Transferee Company and accordingly the same shall pursuant to section 232 of the Companies Act, 2013, be transferred to and become the liabilities and duties of the Transferee Company; 4. The tax implications, if any, arising out of the Scheme is subject to final decision of concerned tax authorities and the decision of the Concerned Tax Authorities shall be binding. 5. The Petitioner Company is directed to strictly comply with the Accounting Treatment Standards prescribed under Section 133 of the Companies Act, 2013. 6. All the proceedings now pending by or against the Transferor Company No: 1 be continued by or against the Transferee Company, if any, and 7. The Petitioner Company shall within thirty days of the date ..... X X X X Extracts X X X X X X X X Extracts X X X X
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