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TMI Blog2020 (9) TMI 1118X X X X Extracts X X X X X X X X Extracts X X X X ..... RDER Ravikumar Duraisamy, Member (T) 1. Heard Learned Sr. Counsel for the petitioners and Ms. Rupa Sutar, Deputy Director, Office of the Regional Director, (WR), MCA, Mumbai. 2. The sanction of this Tribunal is sought under Sections 230 to 232 of the Companies Act, 2013 to the Scheme of Amalgamation of Supreme Tradelinks Private Limited with Marks and Spencer Reliance India Private Limited. 3. Supreme Tradelinks Private Limited (Transferor Company) and Marks and Spencer Reliance India Private Limited (Transferee Company) have approved the said Scheme unanimously at their respective Board meetings by passing Board Resolutions dated 9th April 2019 and 10th April 2019, respectively and thereafter, they have approached the Hon'ble Tribunal for sanction of the Scheme. 4. The main object of the Transferor Company is to deal in all kind of goods and products independently or through franchisee. The Transferor Company has ceased to carry on any business with effect from the year 2018. The Transferee Company is engaged in the business of retailing of apparel and accessories in India. 5. The Rationale for the Scheme of Merger is- The Transferor Company is a wholly o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ty shareholders of the Transferor Company. 9. On the sanction of the Scheme, the authorized share capital of the Transferee Company shall stand increased from ₹ 1,400,000,000/- (Rupees One Hundred Forty Crore only) divided into 17,000,000 (One Crore Seventy Lakhs) Class A Equity shares of ₹ 10/- (Rupees Ten only) each, 57,830,000 (Five Crore Seventy Eight Lakhs Thirty Thousand) Class B Equity shares of ₹ 10/- (Rupees Ten Only) each and 130,340,000 (Thirteen Crore Three Lakhs Forty Thousand) Class C Equity shares of ₹ 5/- (Rupees Five Only) each to ₹ 1,411,000,000/- (Rupees One Hundred Forty One Crore Ten Lakhs only) divided into 18,100,000 (One Crore Eighty One Lakhs) Class A Equity shares of ₹ 10/- (Rupees Ten only) each, 57,830,000 (Five Crore Seventy Eight Lakhs Thirty Thousand) Class B Equity shares of ₹ 10/- (Rupees Ten Only) each and 130,340,000 (Thirteen Crore Three Lakhs Forty Thousand) Class C Equity shares of ₹ 5/- (Rupees Five Only) each which is within the combined authorized share capital of the Transferee Company and the Transferor Company. 10. Learned Counsel for the Petitioner Companies further states that the Pe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ation and therefore, petitioners to affirm that they comply the provisions of the section. d) The Petitioners 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). e) 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 same and there is no discrepancy/any change/changes are made. 14. In response to the above observations of the Regional Director in his Representation, the Petitioner Companies have filed their Affidavit in Rejoinder dated 20th January 2020. The Petitioner Companies, accordingly, clarify and undertake as under: (i) As far as the observation made in paragraph IV (a) of the Representation of the Regional Director is concerned, the Transferee Company undertakes that in addition to compliance of AS-14 (IND A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ;ble Tribunal shall not deter such authorities to deal with any of the issues which may arise after giving effect to the Scheme and the Petitioner Companies undertake to comply with the applicable provisions the same in accordance with law. (v) As far as the observation made in paragraph IV (e) of the Representation of the Regional Director is concerned, the Petitioner Companies vide Affidavit in Rejoinder dated 20th January 2020 filed before this Hon'ble Tribunal have confirmed that the Scheme annexed to the Company Scheme Applications and the Company Scheme Petitions is one and the same and no discrepancy or change or changes are made. 15. The Regional Director has filed his Supplementary Report dated 29th January 2020 in response to the replies of the Petitioner Companies in their Affidavit in Rejoinder dated 20th January 2020, stating that the reply of the Petitioner Companies on each of the observations of the Regional Director appears to be satisfactory. The Regional Director has submitted that the Hon'ble Tribunal may pass appropriate order or orders as deemed fit in the facts and circumstances of the case. 16. From the material on record, the Scheme of A ..... X X X X Extracts X X X X X X X X Extracts X X X X
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