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TMI Blog2019 (9) TMI 1467X X X X Extracts X X X X X X X X Extracts X X X X ..... the Company Petition are briefly described hereunder: i. The Application has been filed jointly on behalf of the Applicant Company No. 1/Transferee Company stating that the Transferee Company was incorporated on 05 July 2006 under the Companies Act, 1956 with Registrar of Companies, Karnataka. It bears CIN U45201KA2006PTC039886. The registered address of the Transferee Company is situated at 244, Hoody Village, Rajapalya, ITPL Road, Whitefield, Bengaluru- 560048. ii. The main objects of the Transferee Company inter alia is to purchase, take on lease or in exchange or otherwise to acquire any lands and buildings anywhere in India or abroad or interest in and any rights connected with any such lands and buildings for the purpose of constructing buildings for Hotels and Lodging Houses, Motels, Guest Houses, Service Apartments, Business Centres and Community Hall , etc. iii. The latest authorized share capital of the Transferee Company is as on 30th November, 2018 as follows: Authorised share capital Amount (Rupees) 20,000,000 Equity Shares of ₹ 10/- each 200,000,000/- Total ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... anies had jointly filed CA (CAA) No. 19/BB/2019 before this Tribunal praying for dispensation of the meetings of the equity shareholders and creditors of the Applicant Companies. This Tribunal vide its orders dated 10.04.2019 allowed the Application and ordered for the meetings of the Unsecured Creditors of the Applicant Companies and dispensed with the other meetings. ix. This Tribunal vide order dated 11.07.2019 directed the Petitioners to issue Notice to all relevant statutory authorities including the Principal Chief Commissioner of Income Tax and also to file proof of service. x. In pursuance to the same the Counsel for the Applicant Companies have filed Memo dated 08.08.2019 stating that Notice has been issued to all statutory authorities and proof of the same has been furnished and have also filed an Affidavit dated 13.08.2019 enclosing the copy of the paper publication for having taken Advertisement on 06.08.2019 in 'The Hindu', an English daily Newspaper and 'Udayavani' a Kannada daily Newspaper. xi. The Registrar of Companies, Karnataka vide Letter bearing No. ROCB/LEGAL/C.P(CAA) No.29/BB/2019 dated 12.08.2019 has submitted a report making the fol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ay the difference fee, after setting of the fee already paid by the Transferor Company on their respective capital. Transferee Company shall give an undertaking to that effect. ii. Though the Paid-up Capital of the transferee Company is ₹ 16,01,00,000/-since 2010-11, the whole time Company Secretary was appointed only from 29.07.2017. Hence, the Transferee Company may be directed to file adjudication application with the Registrar of Companies and adjudicate the offence under Section 203 read with Rule 8A of Companies (appointment and Remuneration of Managerial Personnel) Rules read with Section 383 of the Companies Act, 1956. iii. The Transferor Company has related party transactions during the year 2016-17 and 2017-18. Necessary compliance under Section 188 of the Companies Act, 2013 may be called for to the satisfaction of the Hon'ble Tribunal before the approval of the Scheme iv. The long term loans both the Transferor Company and the Transferee Company are more than the paid up capital and reserve. The Petitioners may be asked to show the compliance of Section 180(1)(c) of the Companies Act, 2013. v. ROC vide Para 30(5) of the Report Dated 12.08.2019 has sta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... price and were also duly approved by the Board of Directors and Shareholders of the Company. The Transferor Company confirms that it has complied with the provisions of Section 188 of the Companies Act, 2013 with respect to related party transactions. d. Section 180 of the Companies Act, 2013 was notified by the MCA on 12th September 2013. The Transferor Company and the Transferee Company are private limited companies, the provisions of Section 180(1)(c) of the Companies Act, 2013 are not applicable to them pursuant to MCA notification dated June 05 2015. The Transferor Company affirms that the Company did not borrow any funds in contravention of Section 180(1)(c) of the Companies Act. 2013. However, the transferee Company undertakes to take necessary corrective measures/action in case of any contravention of the said section with appropriate authorities and comply with the same. e. The office of the Regional Director, Hyderabad has confirmed that there are no open charges, hence, this point requires no further clarification. f. The Transferee Company undertakes that the difference between the consideration discharged by the Transferee Company and the amount of share capit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 5215). 2. That, the proposed amalgamation of the Transferor and the Transferee Companies does not amount to a Combination which exceeds the threshold prescribed under Section 5 of the Competition Act, 2002. 3. That, due to the above fact, the Applicant Company is not required to take approval on the said Scheme of Amalgamation, from the Competition Commission of India. xvi. After hearing the Counsel for the Applicant Companies and considering the materials on record the Scheme appears to be fair, reasonable and is not detrimental against the Members or Creditors or contrary to public policy and the same can be approved. xvii. THIS TRIBUNAL DO FURTHER ORDER (1) While approving the Scheme, we make clear that this order should not be construed as an order in any way granting exemption from payment of Stamp Duty, taxes or any other charges, if any, and payment in accordance with law or in respect to any permission/compliance with any other requirement which may be specially required under any law; and (2) The Whole of the property, rights and powers of the Transferor Company be transferred without further act or deed to the Transferee Company and accordingly the same ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or of the Company along with a certificate from the Chartered Accountant confirming that the Competition Commission of India approval is not required from the Companies involved. (9) The Transferor Company or its Authorized Signatories are directed that after the completion of the process of Amalgamation (Merger) to handover the possession of the Books of Accounts and other relevant documents of the Transferor Company to the Transferee Company for the purpose of section 239 of the Companies Act, 2013. (10) This order is confined to the amalgamation of the Transferor Company with the Transferee Company, and it will not come in the way of the Registrar of Companies or any other statutory authorities to take appropriate actions(s) in accordance with law, for any other violations/offences, if any, committed by the Transferor and/or the Transferee Companies or its Directors etc. prior to or during the amalgamation process of the Company. (11)The appointed date shall be 1st April, 2018. (12) Any person shall be at the liberty to apply to the Tribunal in the above matter for any directions that may be necessary. (13)The registry is directed to give a copy of this Order to t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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