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TMI Blog2020 (11) TMI 679X X X X Extracts X X X X X X X X Extracts X X X X ..... ies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Scheme of Amalgamation between the Transferor Companies 1 2 and the Transferee Company was duly approved by the shareholders of respective companies - Petition allowed. - CP/246 to 248/CAA/2020 in CA/1440 to 1442/CAA/2019 - - - Dated:- 5-8-2020 - Sucharitha R., Member (J) And S. Vijayaraghavan, Member (T) For the Appellant : R. Kanan, PCS For the Respondent : B. Palani ORDER Sucharitha R., Member (J) 1. Under consideration are Three Company Petition No. 246/CAA/2020, CP/247/CAA/2020 and CP/248/CAA/2020 filed by the above mentioned Petitioner Companies under section 230 and 232 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules 2016. The instant Company Petition in the matter of the Scheme of Amalgamation by virtue of which of M/s. Helios Solutions Limited (hereafter referred as Transferor Company-1 ) and M/s. A-Diet Express Hospitality Service Limited (hereafter referred as Transferor Company-2 ) with M/s. Indrayani Biotech Limited (hereafter referred as Transferee Company ) as a going concern. 2. The Transfe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 377; 10/- each. The Issued, subscribed and paid up share capital of the Transferee Company is ₹ 3,64,38,600 (Rupees Three Crores Sixty Four Lakhs Thirty Eight Thousand Six Hundred Only) divided into 36,43,860 Equity Shares of ₹ 10/- each. 5. The Computation of fair entitlement ratios of shares of the Transferor Companies 1 2 and Transferee Company are as follows: Sl. No Valuation Methodology Transferee Company Weight Transferor Company-1 Weight Transferor Company-2 Weight 2 Asset Based Approach - - 10.95 40% 1038.79 40% 2 Market Prise Method 5.32 100% - - - - 3 Income Based Approach - - 25.375 60% 1637.35 60% ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... utilization of financial resources, enlargement of debt capacity and increase in the value of outstanding shares by increased leverage and earnings per share, and by lowering the average cost of capital. The proposed amalgamation will help the Transferee Company to foray into varied businesses without having to incur large start-up costs normally associated with a new business. The Board of Directors of the Transferor Companies and Transferee Company are of the view that the scheme of Amalgamation is expected to yield the following benefits: i) To rationalize and consolidate the business activities, the Board of Directors of the Transferor Company-1, Transferor Company-2 and Transferee Company have decided to amalgamate the Transferor Companies 1 2 and Transferee Company in order to ensure better management of the company as a single entity and on the opinion that it will be in the interest and benefits of the shareholders; and ii) There will be no burden on the shareholders and creditors of the Transferor Companies 1 2 and Transferee Company who will be affected by scheme of Amalgamation; iii) The Administrative and operational costs will be considerably reduced ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mitted that M/s. Rao Gopal., Chartered Accountants appointed on the order of this Tribunal, have scrutinized the books and accounts of the Transferor Companies 1 2. The Auditor observed that the Transferor Companies has maintained and written up all the statutory books in accordance with normally accepted accounting principles and policies in accordance with the requirements of the Companies Act, 1956 Companies Act, 2013 and also the affairs of the company have not been conducted in a manner prejudicial to the interest of its members, creditors or to public interest. 13. The OL further submitted that as per terms of the Scheme of Amalgamation, in respect to the share Exchange Ratio of the Transferor Companies 1 2 it has been arrived at based on a valuation report from Chartered Accountants and they are unable to comment on the appropriateness of the methodology adopted and weightage adopted in the composite valuation based on asset based approach and the income based approach in the view of huge increase of the projected Earnings Before Interest, Taxes, Depreciation, and Amortization (in short EBITDA ) of the Transferor Company-1 is 5913% and the Transferor Company-2 is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y such shareholders in the Transferor Company. 15. Further perusal of the scheme shows that the accounting treatment is in conformity with the established accounting standards. In short, there is no apprehension that any of the creditors would lose or be prejudiced if the proposed scheme is sanctioned. The said Scheme of Amalgamation will not cast any additional burden on the stakeholders and also will not prejudicially affect the interests of any class of the creditors in any manner. The Appointed date of the said Scheme is 01st April, 2018. 16. The Petitioner Companies have stated that the scheme Proposed does not fall within the ambit of sections 5 and 6 of the Competition Act, 2002. 17. The scheme does not require any modification as it appears to be fair and reasonable, not contrary to public policy and also not violative of any provisions of law. All the statutory compliances have been made under section 230 to 232 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Scheme of Amalgamation between the Transferor Companies 1 2 and the Transferee Company was duly approved by the shareholders of respective compani ..... X X X X Extracts X X X X X X X X Extracts X X X X
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