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TMI Blog2020 (1) TMI 1271X X X X Extracts X X X X X X X X Extracts X X X X ..... icals Private Limited (hereinafter referred to as the "Transferor Company") and M/s. Colors Condominium Private Limited (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 annexed at Pages Nos. 103 to 127 in the typed set filed along with the Company Petition. 2. From the records, it is seen that in the First Motion Application filed before this Tribunal vide CA/681/CAA/2019 wherein the Transferor and Transferee Companies have sought for a dispensation of the meeting of the Equity Share ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tions passed by this Tribunal and in proof of the same acknowledgements/receipts have also been enclosed. 5. The Regional Director, (for brevity 'RD') Chennai to whom the notice was issued in the First Motion itself, has filed his Report on 01.10.2019 before this Tribunal and has stated that Clause 12 of the Scheme provide for protection of the interest of the employees / staff / workmen of the Transferor Company. It was also stated that as per the report of Registrar of Companies, Chennai both 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 both the companies. That RD in para 9 of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sions of the Act and rules framed thereunder and prayed for issuing suitable directions in this regard. 7. The Official Liquidator has filed his report on 01.11.2019, and has stated that the affairs of the Transferor Company which is sought to be dissolved without winding up were not conducted in a manner prejudicial to the interest of its members, or creditors or to the public, as per the provisions of the Companies Act, 1956/ Companies Act 2013, whichever is applicable. 8. The Chartered Accountant appointed by the Official Liquidator stated that it has verified the books of accounts of the Transferor Company and has observed as follows; * The entire shareholders funds of the Transferor Company as on 31st March 2019 stand invested in b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y directs the Transferor Company to pay a sum of Rs. 50,000/- to the Official Liquidator for the payment of fees payable towards the Auditor who has investigated into the affairs of the Transferor Company. 10. Despite notice being served, there is no representation from the Department of Income Tax and in the circumstances, this Tribunal presumes that the Income Tax authorities does not have any objection to the sanction of the Scheme. 11. The Petitioner Companies have filed the certificate of the Independent Statutory Auditor in relation to compliance with the Accounting Standards with respect to the Scheme. Thus, the Petitioner Companies have complied with proviso to Section 230 (7) / Section 232 (3) of the Companies Act, 2013. 12. In ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... record before this Tribunal and since all the requisite statutory compliances having been fulfilled, this Tribunal, sanctions the Scheme of Amalgamation, annexed at Page Nos. 103 to 127 of the typed set filed along with the Company Petition as well as the prayer made therein. 15. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the petitioners. 16. While approving the Scheme as above, it is clarified that this order should not be construed as an order in any way granting exemption f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... issent, as is required by Clause 11.1 of the SCHEME herein the shares in the Transferee Company to which they are entitled under the said SCHEME. (vii) That the Transferee Company shall file the revised Memorandum and Articles of Association with the Registrar of Companies, Chennai and further make the requisite payments of the differential fee (if any) for the enhancement of authorized capital of the Transferee Company after setting off the fees paid by the Transferor Company. (viii) That the Transferor Company and the Transferee Company, shall within thirty days of the date of receipt of this order cause a certified copy of this order to be delivered to the Registrar of Companies for registration and on such certified copy being so de ..... X X X X Extracts X X X X X X X X Extracts X X X X
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