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TMI Blog2020 (9) TMI 655X X X X Extracts X X X X X X X X Extracts X X X X ..... ioner Companies. No objector has come before the Tribunal to oppose the Petition and nor any party has controverted any averments made in the Petition. 2. The sanction of the Tribunal is sought under Section 230 to 232 of the Companies Act, 2013 to the Scheme of Amalgamation (Merger by Absorption) of Tech Mahindra Growth Factories Limited ('The Petitioner Company 1'/'The Transferor Company 1') and Dynacommerce India Private Limited ('The Non Petitioner Company'/'The Transferor Company 2') with Tech Mahindra Limited ('The Petitioner Company 2'/'The Transferee Company') and their respective shareholders (hereinafter referred to as 'Scheme'). 3. The Transferor Company 1 is currently engaged in "Saral Rozgar" business which is a direct to cus ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ntity and their growth opportunities, eliminate inter corporate dependencies, minimize the administrative compliances and to maximize shareholders value. (c) The merger will result in reduction in overheads including administrative, managerial and other expenditure, and optimal utilization of resources by elimination of unnecessary duplication of activities and related costs. It will also result in a reduction in the multiplicity of legal and regulatory compliances required at present to be separately carried out by the Transferor Companies and the Transferee Company. (d) The merger would motivate employees of the Transferor Companies by providing better opportunities to scale up their performance with a larger corporate entity having l ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ith all requirements as per directions of the Tribunal and they have filed necessary affidavits of compliance in the Tribunal. Moreover, the Petitioner Companies through their Counsel undertake to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 / 2013 and the Rules made there under whichever is applicable. The said undertakings given by the Petitioner Companies are accepted. 12. The Counsel for the Petitioner Companies states that the registered office of Dynacommerce India Private Limited, the Transferor Company 2 is situated in the State of Karnataka and the Transferor Company 2 had filed a Company Scheme Petition before the National Company Law Tribunal, Bengaluru Bench. The final date of he ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... -off against any fees payable by the transferee company on its authorised capital subsequent to the amalgamation and therefore, petitioners to affirm that they comply the provisions of the section. d) Registrar of Companies has observed in his report dated 14.10.2019:- i. As per MCA master data of Transferee Company the authorized & paid-up capital of the company is Rs. 7,93,15,00,000 and Rs. 4,82,27,66,870/- respectively, However the paid up share capital of the Company is Rs. 4,91,68,12,350/- is mentioned at para no. 4(1) is not tally with MCA Master data. ii. Transferor Company-1 and Transferee Company has not filed GNL-1 in MCA portal 14. In response to the Report of the Regional Director, the Petitioner Companies have filed an a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... th provision of section 232(3)(i) of the Companies Act, 2013, whereby the Transferor Companies are dissolved, the fee paid by them on their authorized capital shall be available for set off against fees payable by the Transferee Company on its authorized capital subsequent to the Scheme of Merger. 18. In so far as observations made in paragraph IV (d)(i) of the Report of Regional Director is concerned, the Petitioner Companies submits that the paid-up capital of Rs. 4,91,68,12,350/- of the Transferee Company was as on 31-03-2019. The Transferee Company has bought back 2,05,85,000 equity shares representing approximately 2.09% of the total number of equity shares in the paid-up capital of the company. The said buy-back process was completed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r Companies appears to be satisfactory and further with respect to IV (d) of the Regional Director in its supplementary report has stated that at present after issuing ESOP/buy back and reduction of share capital the paid up capital shown in the MCA Data is the same as on the date. The clarifications and undertakings given by the Petitioner Companies are at this moment accepted along with the supplementary report of the Regional Director. 22. The Official Liquidator has filed his report dated 30th December,2019 to NCLT, inter alia, stating therein that, the affairs of the Transferor Company 1 have not been conducted in the manner prejudicial to the interest of the members or the public and the Transferor Company 1 may be ordered to be diss ..... X X X X Extracts X X X X X X X X Extracts X X X X
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