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TMI Blog2020 (12) TMI 37X X X X Extracts X X X X X X X X Extracts X X X X ..... IMCD INDIA PRIVATE LIMITED, the Transferee Company. 4. The Petitioner Companies have approved the said Scheme of Amalgamation by passing the Board Resolutions dated 21st June, 2019 which are annexed to the respective Company Scheme Petitions. 5. The Learned Advocate appearing on behalf of the Petitioners states that the Petitions have been filed in consonance with the Order passed in the Company Scheme Application No. 2761, 3087 and 2924 of 2020 of the Hon'ble Tribunal. 6. The Learned Advocate appearing on behalf of the Petitioners further states that the Petitioner Companies have complied with all requirements as per directions of the National Company Law Tribunal, Mumbai Bench and they have filed necessary affidavits of compliance in the National Company Law Tribunal, Mumbai Bench. 7. The Petitioner Companies states that the First Petitioner Company presently is engaged in the business of import / distribution of chemicals including industrial chemicals, agrochemicals and personal care and that the Second Petitioner Company presently is engaged in the business of indenting commission services and that the Third Petitioner Company presently is engaged in the business of impor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and expanding business operations wherein the business activities of the Transferor Companies can be advantageously combined with the business activities of the Transferee Company thus leading to substantial growth opportunities. e. Implementation of policy changes: The amalgamation will also enable smoother implementation of policy changes at a higher level from a management perspective and shall also help enhance the efficiency and control of the entities. There is no likelihood that the interests of any shareholder or creditor of either the Transferor Companies or the Transferee Company would be prejudiced as a result of the proposed Scheme. The amalgamation will not impose any additional burden on the shareholders of the Transferor Companies or the Transferee Company. f. Operational efficiency: The amalgamation will result in combining the technology capabilities of each of the entities and utilizing the same in providing an end-to-end portfolio of solutions to the customers. It will also bring about operational efficiencies and reduction of administrative and managerial overheads as well as multiplicity of legal compliances. 9. The Regional Director has filed his Report d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... algamation and therefore, petitioners to affirm that they comply the provisions of the section. e) 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 one and same and there is no discrepancy/any change/changes are made, and liberty be given to Central Government to file further report if any required. f) 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). g) As regard Part -C-Clause 16 of the Scheme(Change in Object Clause of the Transferee Company)Upon the Scheme becoming effective, the Object Clause of the Memorandum of Association of Transferee Company will be altered. In this regard it is submitted that Hon'ble Tribunal may kindly direct the petitioner to comply with provisions of section 13 of the Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ) of the Report of the Regional Director is concerned, the Petitioner Companies submits that approval of the Scheme by this Hon'ble Tribunal may not deter any authorities to deal with any of the issues arising after giving effect to the scheme and that the decision of authorities is binding on the Petitioner Company (s). 16. So far as the observation in paragraph IV (g) of the Report of Regional Director is concerned, the Petitioner Companies undertakes to comply with the provisions of Section 13 of the Companies Act, 2013 and file appropriate e-forms with the Registrar of Companies, Mumbai. 17. So far as the observation in paragraph IV (h) of the Report of the Regional Director is concerned, the Learned Counsel for the Petitioner Companies submits that the setting off of fees paid by the Transferor Companies on its Authorised Share Capital shall be in accordance with provisions of section 232(3)(i) of the Companies Act, 2013. 18. So far as the observation in paragraph IV (i) of the Report of Regional Director is concerned, the Petitioner Companies undertake to protect the interest of creditors. 19. The observations made by the Regional Director have been explained by the Petit ..... X X X X Extracts X X X X X X X X Extracts X X X X
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