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TMI Blog2019 (1) TMI 1808X X X X Extracts X X X X X X X X Extracts X X X X ..... sh R. Khanolkar, Advocate i/b. KANJ Co. LLP Authorised Representatives for the Applicant Company. For the Regional Director : Ms. Rupa Sutar Deputy Director ORDER Per : Suchitra Kanuparthi, Member (J) 1. The sanction of this Tribunal is sought under Sections 230-232 of the Companies Act, 2013 for the Scheme of Amalgamation (hereinafter as the Scheme) of M/s. Venexa Technologies Private Limited having CIN : U25199PN2015PTC154884 (hereinafter as the 1st Transferor Company) and M/s. Martiza Polymers Private Limited (hereinafter as the 2nd Transferor Company) having CIN : U24233PN2014PTC153028 with M/s. Nand Composites Private Limited having CIN : U24296PN1996PTC100509 (hereinafter as the Transferee Company) and with thei ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as may be fixed by this Hon ble Tribunal in the interest of equity, justice and good conscience. 6. The Board of Directors of the Applicant Companies anticipate the following benefits pursuant to the Scheme : (a) The 1st Transferor Company and the 2nd Transferor Company, both, have certain assets / business and has related infrastructures with the Transferee Company. The proposed merger will create a synergy to the Transferor Companies as well as Transferee Company which will enable these business activities to sustain as well as grow at a faster pace. (b) The proposed merger will provide greater financial strength to the businesses of the Transferor Companies. The financial resources of the Companies will be conveniently merged an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... statutory requirements, if any, as required under the Companies Act, 2013 and the Rules made thereunder, whichever is applicable. c) The Regional Director has filed his Report dated 23.01.2020, inter alia stating its observations on the proposed Scheme in paragraph IV (a) to (e) of the said Report, which are as under: a. In addition to compliance of AS-14 (IND AS-103), the Transferee Company shall pass such accounting entries which are necessary in connection with the Scheme to comply with other applicable Accounting Standards such as AS-5 (IND AS-8) etc.; b. As per Part-I- Clause-1(1.2,1.5 1.8) Definitions of the scheme Appointed Date for the purpose of this scheme and for Income Tax Act,1961 the Appointed date means 1st Apr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Companies Act, 2013, where the transferor company is dissolved, the fee, if any, paid by the transferor company on its authorized capital shall be set-off against any fees payable by the transferee company on its authorized capital subsequent to the amalgamation and therefore, petitioners to affirm that they comply the provisions of section. d. Hon ble NCLT may kindly direct the petitioners to file an affidavit to the extent that the Scheme enclosed to Company Application Company Petition, are one and same and there is no discrepancy/any change/ changes are made, for changes if any, liberty be given to Central Government to file further report if any required; e. The Petitioners under provisions of section 230(5) of The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that the where the transferor companies are dissolved, the fee, if any, paid by the transferor companies on their authorized capital shall be set-off against any fees payable by the Transferee Company on its authorized capital subsequent to the amalgamation. g) Apropos the observations made in paragraph IV (d) of the Report of Regional Director is concerned, the Petitioner Companies confirm and undertake that the scheme enclosed to the Company Application and Company Petition are one and the same and there is no discrepancy/changes or deviation. h) Apropos the observations of the Regional Director made in paragraph IV (e) is concerned, the Petitioner Company submit that in accordance with Section 230 (5) of the Companies Act, 201 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... become the liabilities and duties of the Transferee Company w.e.f. the Appointed Date. b) The clarifications and undertakings given by the Learned Counsel for the Petitioner Companies to the observations made in the Report of the Regional Director are considered by this Bench and those are hereby accepted. Subsequently, this Bench hereby directs the Petitioner Companies to comply with the provisions / statements which the Petitioner Companies undertake therein. c) The Consideration for the Scheme shall be as follows: i) Upon this Scheme becomes effective the Transferee Company shall issue and allot 7 fully paid-up Equity Shares of ₹ 100/- each in the Transferee Company for every 67 fully paid-up Equity Shares of ₹ 10/- ..... X X X X Extracts X X X X X X X X Extracts X X X X
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