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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 ..... led, Company Scheme Petition No. 952 of 2020 is made absolute in terms of clauses (a) to (c). The scheme is sanctioned - The Appointed Date is fixed as 1st April, 2019. - C.P.(CAA) No. 952/MB.II/2020 C.A.(CAA) No. 2761,3087 & 2924/MB.II/2019 - - - Dated:- 23-11-2020 - Shri H.P Chaturvedi : Member (Judicial) And Shri Ravikumar Duraisamy : Member (Technical) For the Applicants : Mr Ahmed M Chunawala, i/b Rajesh Shah Co, Advocates ORDER Per: Ravikumar Duraisamy, Member 1. The Bench is convened by videoconference. 2. Heard the Learned Counsel for the Petitioner Companies. No objector has come before this Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petitions to the said Scheme. 3. The sanction of the Tribunal is sought under Sections 230 to 232 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013 and the rules framed there under for the Scheme of AROMA CHEMICAL AGENCIES (INDIA) PRIVATE LIMITED, the Transferor Company 1 and ALCHEMIE AGENCIES PRIVATE LIMITED, the Transferor Company 2 with IMCD INDIA PRIVATE LIMITED, the Transferee Company. 4. The Petitioner Companies have a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ess of all the entities into one single entity which will facilitate in focused growth, operational efficiency, integration synergies and better supervision of the business of the group. The amalgamation would also reduce layers of shareholding wherein the present shareholders of the Transferee Company would on amalgamation hold the business of the Companies through one entity. b. Pooling of resources: The amalgamation will enable pooling of resources of the Transferor Companies with the resources of the Transferee Company to their advantage, resulting in more productive utilization of said resources, and cost and operational efficiency which would be beneficial to all stakeholders. c. Scaling of operations: The amalgamation would facilitate scaling of operations, reduce administrative and management costs and garner greater visibility in the market. The amalgamation would also facilitate ease of business . d. Future expansion: The amalgamation of the Transferor Companies with the Transferee Company will help in creation of a platform for future business activities, and to act as a gateway for growth and expanding business operations wherein the business activities of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... all clearly indicate an appointed date from which it shall be effective and the scheme shall be deemed to be effective from such date and not at a date subsequent to the appointed date. However, this aspect may be decided by the Hon ble Tribunal taking into account its inherent powers. Further, the Petitioner may be asked to comply with the requirements and clarified vide circular no. F. No.7/12/2019/CL-1 dated 21.08.2019 issued by the Ministry of Corporate Affairs. c) 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) read with subsection (3) to (5) of Section 230 of the Act and the Minutes thereof are duly placed before the Tribunal. d) 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 affi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 019 from which it shall be effective and the scheme shall be deemed to be effective from such date and not at a date subsequent to the appointed date. 12. So far as the observation in paragraph IV (c) of the Report of Regional Director is concerned, the Petitioner Companies undertake that this Scheme is approved by the requisite majority of members who have given the Consent Affidavit in terms of the NCLT order dated 6th February, 2020. 13. So far as the observation in paragraph IV (d) 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. 14. So far as the observation in paragraph IV (e) of the Report of the Regional Director is concerned, the Learned Counsel for the Petitioner Companies submits that the Petitioner undertakes that Scheme enclosed to the Company Application and the Scheme enclosed to the Company Petition are one same there is no discrepancy or deviation. 15. So far as the observation in paragraph IV (f) of the Report o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mination/disclosure to all Shareholders, Creditors, Government Authorities, other stakeholders the petitioner companies are directed to publish immediately the approval granted by this Tribunal for the scheme in the same newspapers in which previous publication was made. Further copy of this order shall also be hosted on the website of the respective petitioner companies. 25. The Petitioner Companies to lodge a copy of this Order duly authenticated by the Registry of National Company Law Tribunal, Mumbai Bench, along with the scheme with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty payable within 60 days from the date of receipt of the Order, if any. 26. The Petitioner Companies to pay costs of ₹ 25,000/- each to the Regional Director, Western Region, Mumbai and the Transferor Companies in the Consolidated Company Petition No. 952 of 2020 to pay costs of ₹ 25,000/- to the Official Liquidator, High Court, Bombay. The cost to be paid within four weeks from the date of receipt of the Order. 27. All authorities concerned to act on a copy of this Order duly authenticated by the Registry of National Company Law Tribunal, Mumba ..... X X X X Extracts X X X X X X X X Extracts X X X X
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