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TMI Blog2020 (9) TMI 804X X X X Extracts X X X X X X X X Extracts X X X X ..... will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the petitioners. Petition allowed. - CP/56/CAA/2020 in CA/1066/CAA/2019 - - - Dated:- 8-6-2020 - R. Varadharajan, Member (J) and Anil Kumar B., Member (T) For the Appellant : N. Ramanathan, PCS and For the Respondent : A.M. Illango, Advocate ORDER R. Varadharajan, Member (J) 1. This Joint Company Petition has been filed by M/s. Kaar Solutions India Private Limited (hereinafter referred to as the Transferor Company ) and M/s. Kaar Technologies India Private Limited (hereinafter referred to as the Transferee Company ) for the purpose of the approval of the Scheme of Amalgama ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es, were present in the meeting and all voted in favour of the Resolutions. In relation to the Secured Creditors, it is stated in the Report that 4 Secured Creditors of the Transferee Company holding 90.56% and ₹ 44 Crores out of the Total secured debt of ₹ 48.85 Crores, were present in the meeting and all voted in favour of the Resolution. In relation to the Equity Shareholders, it is stated in the Report that 13 Equity Shareholders of the Transferee Company present at the meeting holding 93.86% of the total paid up share capital of the Company amounting to ₹ 42.03 Lakhs out of the total Equity Share Capital of ₹ 44.78/- Lakhs, were present in the meeting and all voted in favour of the Resolution. 4. Under the ci ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sed by this Tribunal and in proof of the same acknowledgements/receipts have also been enclosed. 6. The Regional Director, (for brevity 'RD') Chennai to whom the notice was issued in the First Motion itself, has filed his Report on 17.01.2020 before this Tribunal and has stated that Section 7 of Part II of the Scheme of Amalgamation provides for the protection of the interest of the employees of the Transferor Company. It was also stated that as per the report of Registrar of Companies, Chennai the Transferor Companies are regular in filing the statutory returns and there is no prosecution filed, no complaints pending and no inspection / investigation has been ordered / pending in respect of both the companies. Thus, after examin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ces, this Tribunal presumes that they have no objection to the approval of the Scheme as contemplated between the Petitioner Companies. The Learned Authorized Representative for the Petitioner Companies referred to Clause 6 of the Scheme and stated that all legal proceedings of whatsoever nature by or against the Transferor Company shall be continued and enforced by the Transferee Company on and from the Appointed date. 11. In Company Petition CAA-284/ND/2018 vide Order dated 12.11.2018, the NCLT New Delhi has made the following observations with regard to the right of the IT Department in the Scheme of Amalgamation, taking into consideration the clauses contained in the Scheme in relation to liability to tax and also as insisted up ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny other objections having been placed on record before this Tribunal and since all the requisite statutory compliances having been fulfilled, this Tribunal, sanctions the Scheme of Amalgamation, which are annexed as Annexure A9 with the Company Petition as well as the prayer made therein. 15. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the petitioners. 16. While approving the Scheme as above, it is clarified that this order should not be construed as an order in any way g ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on herein the shares in the Transferee Company to which they are entitled under the said Scheme of Amalgamation in terms of Clause 10.1 of the Scheme, in the following proportion; 113 (One Hundred Thirteen) Equity Shares of Transferee Company of Re. 1/- each for every 1 (One) Equity Shares of ₹ 100/- each of Transferor Company ; (vi) That the Appointed date for the Scheme shall be 1st July 2019. (vii) That the Transferor Company and the Transferee Company, shall within thirty days of the date of the receipt of this order cause a certified copy of this order to be delivered to the Registrar of Companies for registration and on such certified copy being so delivered, the Transferor Company shall be dissolved and the Registra ..... X X X X Extracts X X X X X X X X Extracts X X X X
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