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TMI Blog2020 (10) TMI 396X X X X Extracts X X X X X X X X Extracts X X X X ..... ars to be no impediment in sanctioning the present Scheme - sanction is hereby granted to the Scheme under Section 230 to 232 of the Companies Act, 2013. The scheme is approved. - Company Petition No. CAA-24 (PB)/2019 - - - Dated:- 3-3-2020 - Dr. Deepti Mukesh , Member ( J ) And Santanu Kumar Mohapatra , Member ( T ) For the Appellant : Ravi Sharma For the Respondent : Tania Sharma, Advocates ORDER Santanu Kumar Mohapatra, Member (T) 1. This Joint application has been filed by the Petitioner Companies under Sections 230 and 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, for the purpose of the approval of the Scheme of Amalgamation of the Transferor Company into the Transferee Company. The copy of the Scheme of Amalgamation (hereinafter referred as the Scheme ) has been placed on record. 2. The Transferor Company, M/s. All India Finance and Commerce Private Limited was incorporated on 07.01.1937 under the provisions of the Companies Act, 1913, and its registered office is presently situated at K-9 Connaught Circus, New Delhi-110001. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e respective offices have also been enclosed. 8. The Regional Director has filed its report wherein following observations were made: 1. Refer to clause 5.1 of the scheme, the Transferee company may kindly he directed to comply with the provision of section 232(3)(i) of the Companies Act, 2013 in regard to fee payable on is revised authorized share capital. 2. Refer to clause 5 of the scheme, after amalgamation, the authorized share capital of Transferee company shall be re-classified from 25,46,590 equity shares of ₹ 10/- each to 20,84,455 equity shares of ₹ 10/- each and 4,61,835 0.01 % redeemable preference shares of ₹ 10/-. In this regard, it is stated that no reclassification of authorized share capital is allowed in the Companies Act, 2013. Hence, the Petitioner Companies may be asked to amend the scheme accordingly. 9. The petitioners have filed rejoinder to the reply of Regional Director on 07.08.2019 and submitted as follows: That with regard to point no. 1 (supra), it is submitted that section 232(2)(i) of the Companies Act, 2013 provides that where the transferor company is dissolved, the fee, if any, paid by the transferor company on ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing documents relating to payment of stamp duty for increase in authorized capital and forms filed and approved by the Registrar of Companies is annexed herewith as ANNEXURE 2 . 11. However, at the time of final hearing, Ld. Counsel for the petitioners submitted that there shall be no reclassification of authorized share capital and that the authorized share capital of the transferee company has been duly increased to facilitate the merger. On behalf of RD, it is submitted that in view of the increase in the authorized share capital of the transferee company the observations made by Regional Director stands satisfied. 12. The Official Liquidator has filed its report on 07.06.2019 wherein no material objection has been raised in relation to the Scheme. It is submitted in the report that the Official Liquidator has not received any complaint against the proposed Scheme from any person/party interested in the Scheme in any manner and that the affairs of the transferor company do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest. 13. Despite due service of notice on the Department of Income Tax, no reply has been ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ted or public interest compromised in the process. 19. Right to apply for the sanction of the Scheme has been statutorily provided under Section 230-234 of the Companies Act, 2013 and therefore, it is open to the applicant companies to avail the benefits extended by statutory provisions and the Rules. 20. It has also been affirmed in the petition that the Scheme is in the interest of the transferor company and also the transferee company including their shareholders, creditors, employees and all concerned. 21. The petitioner companies have also filed affidavit on 24.07.2019 confirming that no objection has been received against the Scheme from any party or from any person interested in the Scheme in any manner. 22. In view of the foregoing, upon considering the approval accorded by the members and creditors of the Petitioner companies to the proposed Scheme, and the report filed by the Regional Director, Northern Region, Ministry of Corporate Affairs, report filed by the official liquidator and also as no objection from any quarter against the Scheme has been received; there appears to be no impediment in sanctioning the present Scheme. 23. Consequently, sanction i ..... X X X X Extracts X X X X X X X X Extracts X X X X
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