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TMI Blog2020 (10) TMI 695X X X X Extracts X X X X X X X X Extracts X X X X ..... lders and creditors. 4. The Petitioner Companies have approved the Scheme by passing Board Resolutions dated 16th June 2018 which are annexed to the present Company Petitions (Exhibit 'C') and thereafter have approached the Tribunal for sanction of the Scheme. 5. In accordance with the Order of the Tribunal dated 11th October 2019 in CA (CAA) Nos. 181/2019 & 185/2019, a meeting of the shareholders of the Second Petitioner Company was duly convened on 18th November 2019, at which the Scheme was approved by the requisite majority. The Tribunal had, vide the same order, dispensed with the meeting of the shareholders of the First Petitioner Company in view of the consent affidavits filed by them. 6. The main objects of the First Petitioner Company are set out in its Memorandum of Association, which are inter aliaas under: (a) To establish and carry on business as Quarry masters, Contractors and Stone Merchants and to explore, discover and own Quarries and Mines of all kinds of Stones and Minerals, including Marble, Granite, Laterite, Limestone, Sandstone, Slate and other Stones and to work the same and to deal in and process stones and Minerals of all types and to carry on ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... se companies. The amalgamation would result in improved value for the shareholders of these companies. (d) The scheme envisages transfer of entire undertaking of the Transferor Company as a going concern to the Transferee Company and is in the interest of its shareholders, creditors, employees and all concerned. 9. The averments made in the Petition and the submissions made by the Learned Advocate for the Petitioner Companies are that the Petitioner Companies have complied with all the requirements as per the directions of the Tribunal and they have filed necessary Affidavits of compliance in this Tribunal. Further, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 2013 and the Rules made thereunder. 10. The Regional Director has filed his report dated 26th February 2020. In paragraph 4 of the said Report, the Regional Director has stated that: (a) In addition to compliance of AS-14 (IND AS-103) the Transferee Company 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 Part-/- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nal 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). (f) As per part-Ill, Clause - 17(17.1 to 17.6 of the Scheme (Authorised Share Capital). In this regard it is submitted that the same is subject to compliance with the provisions of section 13, section 14 of the Companies Act, 2013 r/w relevant rule (s) of the Companies (Incorporation) Rules, 2014; (g) As ASI Industries Limited ("the Transferee Company") is a listed Company, in view of the provisions of section 230(5) of the Companies Act, 2013 r/w rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 Hon'ble NCL T may kindly issue notice to other sectoral regulators or authorities (the Securities and Exchange Board of India, Bombay Stock Exchange Limited and National Stock Exchange of India) and/or pass appropriate others/orders as deem fit; (h) The Hon'ble Tribunal may kindly seek the undertaking that this Scheme is approved by the requisite majority of members and creditors as per Section 230(6) of the Act in meetings duly held in terms of Section 230(1) rea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ith the provision of section 232(6) of the Companies Act, 2013. The Petitioner Companies further confirms and undertakes that the scheme shall only be effective with effect from 1st April, 2018 being the Appointed Date and not from any date subsequent to 1st April, 2018. The Petitioner Companies further clarifies that the Record Date is only for ascertainment of the eligibility of the shareholders of the Transferor Company for the purpose and issue and allotment of equity shares of the Transferee Company. Further the Petitioner Companies undertake to comply with the requirements and clarification issued vide circular F. No. 7/12/2019-CL-I dated 21.082019 issued by Ministry of Corporate Affairs. (c) So far as the objection of the Regional Director as stated in paragraph IV(c) of his Affidavit is concerned, the Petitioner Companies undertake and confirm that the Scheme enclosed to the Company Application and Company Petition is one and same and there is no discrepancy/deviation/and no change or changes are made to the Scheme. Further the Petitioner Companies have made the said averment in para 37 of Company Scheme Petition filed with the said National Company Law Tribunal (d) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Affidavit is concerned, the Petitioner Companies submits that as stated in Paragraph 36 to the Petition filed by the Transferee Company, BSE Limited has already granted No Objection Letter dated 22nd November, 2018 to the scheme of amalgamation between the Petitioner Companies, copy of which is already annexed as Exhibit- N' to the Petition by the Transferee Company filed before this Hon'ble Tribunal. The Petitioner Companies further clarify that BSE Limited has given its NOC after receipt of observations from Securities and Exchange Board of India (SEBI). The Petitioner Companies further submits that the observations made by SEBI and BSE have already been incorporated in the Scheme, which is already approved by the Equity shareholders of the Petitioner Companies. Further the shares of the Transferee Company (ASI Industries Limited) are not listed on National Stock Exchange of India Limited (NSE). (h) So far as the objection of the Regional Director as stated in paragraph IV(h) of his Affidavit is concerned, the Petitioner Companies confirm that the Scheme is approved by the requisite majority of the members of the Second Petitioner Company as per section 230(6) of the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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