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TMI Blog2020 (11) TMI 293X X X X Extracts X X X X X X X X Extracts X X X X ..... is fixed as 1st April 2018 - Application allowed. - CP (CAA) No. 3835/MB.IV/2019, CA (CAA) No. 1162/MB.IV/2018, CP (CAA) No. 3865/MB.IV/2019 and CA (CAA) No. 1163/MB.IV/2018 - - - Dated:- 4-8-2020 - Rajasekhar V. K. , Member ( J ) and Ravikumar Duraisamy , Member ( T ) For the Appellant : Arif Doctor , Sandeep Junnarkar i/b Junnarkar Associates For the Respondant : Rupa Sutar , Deputy Director ORDER Ravikumar Duraisamy, Member (T) 1. Heard Learned Counsel for the petitioners, and the representative of the Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai. 2. The sanction of this Tribunal is sought under sections 230 to 232 of the Companies Act, 2013 to the Scheme of Amalgamation of Rosche Trading Private Limited with Fine Tech Corporation Private Limited. 3. Rosche Trading Private Limited (Transferor Company) and Fine Tech Corporation Private Limited (Transferee Company) have approved the said Scheme unanimously at their respective Board meetings by passing Board Resolutions dated 10th September 2018 and thereafter, they have approached the Tribunal for sanction of the Scheme. 4. The Transferor Company is presently carry ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... issued, subscribed and paid-up share capital of the Transferee Company is ₹ 44,67,000/- divided into 4,46,700 Equity Shares of ₹ 10/- each fully paid-up. 8. Upon the amalgamation of the Transferor Company with the Transferee Company in terms of the Scheme, the entire issued, subscribed and paid-up equity and preference share capital of the Transferor Company shall ipso facto without any further application, act, deed, matter or instrument stand extinguished and cancelled and no shares shall be issued or allotted by the Transferee Company to the equity or preference shareholders of the Transferor Company. 9. With effect from the Appointed Date, the authorized share capital of the Transferee Company shall, without any further application, act, instrument or deed, stand increased from ₹ 9,62,70,000/- (Rupees Nine Crore Sixty Two Lakhs Seventy Thousand only) divided into 96,27,000 (Ninety Six Lakhs Twenty Seven Thousand) Equity Shares of ₹ 10/- (Rupees Ten only) each to ₹ 10,82,70,000/-(Rupees Ten Crores Eighty Two Lakhs Seventy Thousand only) comprising of 98,27,000 (Ninety Eight Lakhs Twenty Seven Thousand) Equity Shares of ₹ 10/- (Rupees Te ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ith the requirements as clarified vide circular No. 7/12/2019/CL-I dated 21.08.2019 issued by the Ministry of Corporate Affairs. Petitioner Company have to undertake to comply with Section 232(3)(i) of Companies Act, 2013, where the transferor company is dissolved, the fee, if any, paid by the transferor company on its authorised capital shall be set-off against any fees payable by the transferee company on its authorised capital subsequent to the amalgamation and therefore, petitioners to affirm that they comply the provisions of the section. (d) The Petitioners under provisions of section 230(5) of the Companies Act, 2013 have to serve notices to concerned authorities which are likely to be affected by Amalgamation. Further, the approval of the scheme by this Hon'ble Tribunal 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). (e) That the Hon'ble NCLT may kindly direct the petitioners to file an affidavit to the extent that the Scheme enclosed to Company Application Company Petition, are same and there is no discrepancy/any change/chan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... IV (d) of the Representation of the Regional Director is concerned, the Petitioner Companies state that under Section 230(5) of the Companies Act, 2013 notices have been duly served on all concerned authorities likely to be affected by the amalgamation viz. the Regional Director, the Official Liquidator, the Registrar of Companies and the concerned Income Tax authorities. The Petitioner Companies confirm that the approval of the Scheme by the Tribunal shall not deter such authorities to deal with any of the issues which may arise after giving effect to the Scheme and the Petitioner Companies undertake to comply with the applicable provisions in accordance with law. (v) As far as the observation made in paragraph IV (e) of the Representation of the Regional Director is concerned, the Petitioner Companies vide Affidavit in Rejoinder dated 22nd January 2020 filed before this Tribunal have confirmed that the Scheme annexed to the Company Scheme Applications and the Company Scheme Petitions is one and the same and no discrepancy or change or changes are made. (vi) As far as the observation made in paragraph IV (f) of the Representation of the Regional Director is concerned, the Re ..... X X X X Extracts X X X X X X X X Extracts X X X X
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