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TMI Blog2020 (10) TMI 15X X X X Extracts X X X X X X X X Extracts X X X X ..... rence today (15.05.2020). 2. Heard the Learned Counsel for the Petitioner and the representative of the Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai. 3. The sanction of the Tribunal is sought under sections 230-232 of the Companies Act, 2013 read with Companies (Compromises, Arrangement Amalgamations) Rules, 2016 to the Composite Scheme of Amalgamation of wholly owned subsidiaries, viz., Sapient Consulting Private Limited (Transferor Company 1), I-Strat Software Private Limited (Transferor Company 2), Neev Information Technologies Private Limited (Transferor Company 3) by the holding company, viz., TLG India Private Limited (Transferee Company) and their respective shareholders. 4. The Petitioner Companies have approved the said Scheme by passing requisite board resolutions at their respective meetings held on March 15, 2019 which are annexed to the Company Petition. 5. Learned Counsel appearing on behalf of the Petitioners states that the Petitions have been filed in consonance with the order dated 10th May 2019 passed by the Tribunal in the connected CA (CAA) No. 1694/2019. 6. Learned Counsel appearing on behalf of the Petitioners stat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to implement the proposed Scheme. 8. The Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai, has filed a Report dated April 30, 2020 inter alia stating in para IV as under:- (a) In compliance of AS-14(Ind AS-103), the Petitioner Companies 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 Definition of the Scheme, Appointed Date For the purpose of Part I, Part II, Part III, Part IV and Part V of this Scheme and the Income Tax Act, 1961, means 01 April 2019 or such other date as may be approved by the tribunal or such other competent authority having jurisdiction to sanction the Scheme. Effective Date means the date on which the last of the approvals or events specified under clause 15 are obtained or have occurred or the requirement of which has been waived (to the extent permitted under applicable law) and the provisions of the scheme (as defined hereinafter) are made effective with effect from the Appointed Date. References herewith the coming into effect of this Scheme or the Scheme becoming effective ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a IV (c) of the report, the Petitioner Companies submit that the meetings of the Equity Shareholders of the Petitioner Companies were dispensed with in view of consent affidavits given by all the Equity Shareholders. Further, as there are no secured creditors in Petitioner Companies notice were sent to all the unsecured creditors of the Petitioner Companies. (d) Apropos the observations of the Regional Director, as stated in para IV (d) of the report, the Petitioner Companies submit that GNL-1 has been filed by Petitioner Company 1, Petitioner Company 2, Petitioner Company 3 Petitioner Company 4 vide SRN R36250165, SRN R35807395, SRN R35807981 and SRN R35808518 respectively. 10. The observations made by the Regional Director have been explained in Paras 9(a) to 9(d) above. The clarifications and undertakings have been accepted by the Regional Director and by this Tribunal. 11. Two creditors of Petitioner Company 4/Transferee Company -Famous Digital Studios Private Limited and JC Decaux Advertising India Private Limited have raised objections before this Tribunal regarding the Scheme. 12. As far as Famous Digital Studios Private Limited is concerned, the amount stat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ble Supreme Court has laid down the conditions to be satisfied before the court exercises its jurisdiction to accord sanction to the scheme of amalgamation. Broadly, the court has to see whether requisite statutory procedure for supporting such scheme has been complied with, the requisite meetings have been held, the scheme is sanctioned by the requisite majority, the majority decision is just and fair to the class as a whole so as to ultimately bind the dissenting creditors of the class, that the proposed scheme is not found to be violative of any provisions of law, that the members or creditors are acting bona fide and in good faith, and not coercing the minority in order to promote interests adverse to that of the latter comprising of the same class whom they purport to represent as a whole, and it is just, fair and reasonable from the point of view of a prudent man of business. Once these requirements are satisfied, the court will have no further jurisdiction to sit in appeal over the commercial wisdom of the majority of the class of persons who with their open eyes have given their approval to the scheme even if, in the view of the court, there could be a better scheme for the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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