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TMI Blog2020 (10) TMI 278X X X X Extracts X X X X X X X X Extracts X X X X ..... nafter referred to as the "Transferor Company-5"), M/s. Essar Satvision Limited (hereinafter referred to as the "Transferor Company-6") and M/s. Niwas Residential and Commercial Properties Pvt. Ltd. (hereinafter referred to as the "Transferee Company") under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 (for brevity 'the Act') read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity 'the Rules') and the said Scheme is also commonly annexed as Annexure "E" in the Company Petitions. 2. It is represented by the Learned AR for the Petitioner Companies that the Registered office of the Transferor Company 1 to 4 are situated at Mumbai and falls within the territorial jurisdiction of NCLT, Mumbai. It is also represented by the Learned AR for the Petitioner Companies that the NCLT, Mumbai by their order dated 24.04.2020 passed in CP (CAA) No. 4572/MB-II/2019 has sanctioned the Scheme as contemplated between the petitioner companies. The present Company petitions have been filed by Transferor Company - 5, Transferor Company - 6 and the Transferee Company whose registered office is situated in the State of Tam ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... passed by this Tribunal and in proof of the same acknowledgements/receipts have also been enclosed. 6. The Regional Director, (for brevity 'RD') Chennai, has filed his Report on 20.05.2020 before this Tribunal and has stated that Para 10 of Part B of the Scheme provide for protection of the interest of the employees of the Transferor Companies. It was also stated that as per the report of Registrar of Companies, Chennai, the Petitioner 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 all the companies. That RD in para 9 of his Affidavit has made the following observation; "It is submitted that clause 14 of Part B of the Scheme has stated that the authorized capital of the Transferor Companies will be merged with the authorized capital of the Transferee Company. The Transferee Company may be directed to file the amended MOA and AOA with the RoC, Chennai for its records. In the said clause of the Scheme the Companies have stated that the Transferee Company would not be required to pay any fee or stamp duty for the increase in the Authorized c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Transferor Companies with the Transferee Company, and the equity shares held by the Transferee Companies in the Transferor Companies shall stand cancelled without any further act, application or deed. * The Transferee Company shall abide by the pooling of interest method referred to in Accounting Standard 14 - "Accounting for Amalgamation" issued by the Institute of Chartered Accountants of India, subject to provisions of this scheme. * No qualification/observation had been made by the Statutory Auditors in the Audit Reports of Fifth and Sixth Transferor Companies. * According to the latest financial statements and other RoC records there are no statutory dues in the said two Transferor Companies as on date. * As per the records produced, the said Two Transferor Companies have not accepted any deposits from the public. * The Chartered Accountants have examined the documents and records available with the Companies and prima facie, nothing adverse or objectionable issues affecting the interest of the companies or its members of creditors or prejudicial to the public interest are noticed. 10. From the above observations made by the Chartered Accountants, the Official Li ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d by the revenue, however stating to the following effect vide its order dated April 15, 2015 that the Department is entitled to take out appropriate proceedings for recovery of any statutory dues from the transferor or transferee or any other person who is liable for payment of such tax dues, the said protection be afforded is granted. With the above observations, the petition stands allowed and the scheme of amalgamation is sanctioned." 15. The Petitioner companies have submitted that no investigation proceedings are pending against them under the provisions of the Companies Act, 1956 or the Companies Act, 2013 and no proceedings are pending against the petitioner companies under Section 235 to 251 of the Companies Act, 2013 or under relevant provision of the Companies Act, 1956. 16. In view of absence of any other objections having been placed on record before this Tribunal and since all the requisite statutory compliances having been fulfilled, this Tribunal, sanctions the Composite Scheme of Arrangement, annexed as Annexure "E" with the Company Petitions as well as the prayer made therein. 17. Notwithstanding the above, if there is any deficiency found or, violation committ ..... X X X X Extracts X X X X X X X X Extracts X X X X
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