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TMI Blog2020 (9) TMI 708X X X X Extracts X X X X X X X X Extracts X X X X ..... ial ) 1. Heard the Learned Counsel for the Petitioner Companies. No objector has come before this Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petitions to the said Scheme. 2. The sanction of this Tribunal is sought under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 to the said Scheme of Amalgamation of Vanderlande Industries Software Private Limited ( the Transferor Company or VISPL ) with Vanderlande Industries Private Limited ( the Transferee Company or VIPL ) and their respective shareholders. 3. The Transferor Company is engaged in the business of rendering engineering control services pertaining to software, configuration management, integration, and testing and documentation functions for the projects assigned by its Associated Enterprises (AEs). It also provides to its AEs such other services in the areas of but not limited to system generation, systems integration, software development, embedded technology, and installation, commissioning, and testing. The Transferee Company is engaged in the business of providing logistics services, warehousing distribution centre logistics, dis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eting held on 07th June 2019 which are annexed to the Company Scheme Petition. 6. The Learned Counsel for the Petitioner Companies state that the Joint Company Petition has been filed in consonance with the order passed in the Company Application No. 2784 of 2019 dated 27th August 2019 of National Company Law Tribunal, Mumbai Bench. 7. The meeting of Equity Shareholders of the First Petitioner Company was convened and held at Unit 609, 6th Floor, Tower 2, World Trade Centre, S. No. 1, H. No. 1A-B and 2A-B, Kharadi, Pune 411014 on Friday, 04th October 2019 at 10:30 A.M. and all the 2 (Two) equity shareholders of the First Petitioner Company holding 10,000 Equity Shares, i.e., 100% equity share capital of the First Petitioner Company were present in the meeting and voted and unanimously approved the Scheme without modification. The meeting of Equity Shareholders of the Second Petitioner Company was convened and held at Unit 508, 5th Floor, Tower 2, World Trade Centre, S. No. 1, H. No. 1A-B and 2A-B, Kharadi, Pune 411014 on Friday, 04th October 2019 at 12:00 P.M. and all the 2 (Two) Equity Shareholders of the Second Petitioner Company holding 7,500,000 Equity Shares, i.e., 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... zed Share Capital of the Transferee Company), it is submitted that of the fee if any payable by Transferee Company shall be in accordance with the provisions of Section 232(3) (i) of the Companies Act, 2013. 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 Petitioner under provisions of section 230(5) of the Companies Act, 2013 have to serve notices to concerned authorities which are likely to be affected by Amalgamation. Further, the approval of the scheme by this Hon'ble Tribunal may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such Authorities is binding on the Petitioner Company (s). f. In view of the objection raised by the ROC Pune mentioned at para 14 above Hon'ble NCLT may pass appropriate orders/ orders as deem fit; Under these circumstances the Regional Director, prays this Hon ble Tribunal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... subsequent to the amalgamation. 13. Apropos observation made in paragraph IV (d) of the report of Regional Director is concerned, the Petitioner Companies undertake that the Scheme enclosed to the Company Scheme Applications and Company Scheme Petitions are one and same and there is no discrepancy or deviation, and further the Petitioner Companies undertake to comply with the requirements, if any, further reported by Central Government in this regard. 14. Apropos observation made in paragraph IV (e) of the report of Regional Director is concerned, the Petitioner Companies states that approval of the Scheme of Amalgamation by this Hon ble NCLT may not deter the concerned authorities to deal with any issues arising after giving effect to the scheme and the decision of such Authorities would be binding on the Petitioner Companies. 15. Apropos observation made in paragraph IV (f) of the report of Regional Director is concerned, the Transferee Company states that the Rule 25 (2) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 provides as under: For the purposes of clause (c) of sub-section (1) of section 233 of the Act the declaration of solvenc ..... X X X X Extracts X X X X X X X X Extracts X X X X
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