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TMI Blog2021 (1) TMI 315X X X X Extracts X X X X X X X X Extracts X X X X ..... inted date from 01.04.2017 to 01.04.2019, may be sanctioned. Hence, this Tribunal Sanction the Scheme of Amalgamation of M/s. Toonz Infrastructure Private Limited and M/s. Toonz Animation India Private Limited with M/s. Asian Institute of Films and Media Studies Private Limited and the appointed date of the Scheme is fixed as opening hours of 01st April, 2019. The Transferee Company is directed to comply with the provisions of Section 232 (3) (i) of the Companies Act, 2013 by making an application with Registrar of Companies, Kerala for payment of the balance fee as applicable under the provisions of Acts and Rules framed thereunder - the scheme is approved. - TCP(CAA)/04/KOB/2020 - - - Dated:- 6-1-2021 - Shri Ashok Kumar Borah, Member (Judicial) Counsel for the Petitioners : Shri J. Ravikumar, Advocate. ORDER This Transferred Company Petition TCP (CAA)/04/KOB/2020 has been filed by M/s. Toonz Infrastructure Private Limited having its Registered office at Door No.731-735, Nila, Technopark Campus, Kariyavattom Trivandrum-695581 [hereinafter referred to as the 1st Transferor Company ], M/s. Toonz Animation India Private Limited having its Registered office at ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... urces for modernization, expansion etc., which make a Company remain competitive at all times in this technologically advanced world. f. The integration of administrative systems, centralized control over operational facilities, implementation of uniform management practices, accounting and financial systems as well as integration of employees of the Petitioner Companies will produce a strong and versatile organization, with necessary size, capabilities and resources that would make it a globally competitive enterprise. g. As a whole the merger will be in the best interests of all the stakeholders, i.e., shareholders creditors employee s et al. 3. Some of the salient features of the Scheme of Amalgamation are as under: - 2.2 The Appointed Date means April 1st,2017. 2.4 Effective Date means the last of the dates on which all the conditions and matters referred to in clause 18 of the Scheme occur or have been fulfilled or waived in accordance with this Scheme. 3. OPERATIVE DATE OF THE SCHEME The Scheme set out herein in its present form shall be operative from the Appointed Date but shall| be effective on the Effective Date. 8. STAFF, WORK ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e, charge, mortgage, encumber or otherwise deal with the Undertakings or any part thereof except in the ordinary course of their business or pursuant to any pre-existing obligation undertaken by TIPL and TAIPL; 9.3 Shall not, without the written consent of AIFMSPL, vary the terms and conditions of the employment of their employees, except in the ordinary course of business; and 9.4 Shall not, without the written consent of AIFMSPL, undertake any new business. 11. ISSUE OF SHARES BY AIFMSPL 11.1 Upon scheme becoming effective, in consideration of the transfer and vesting of the undertaking of the respective transferor companies in the Transferee company in terms of this scheme, the transferee company shall, subject to the provisions of this scheme and| without any further application or action or deed, issue at par, and allot to the shareholders of the respective Transferor companies whose names are found in the Register of Members of the respective Transferor companies on a date after the effective date to be fixed by the Board of Directors of the Transferee company (hereinafter called the Record Date) in the following manner: (a) 2 (Two) Equity Share of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... erial papers made available and decided to make no objection to the Scheme of Amalgamation except on two points: A direction to the Transferee Company to comply with the provisions of Section 232 (3) (i) of the Companies Act, 2013; and to change the appointed date from 01.04.2017 to 01.04.2019 as agreed by the Company in its letter dated 14.07.2020 to the Directorate. 6. In addition to that the Company may be directed to file the amended Memorandum of Association (MoA) and Articles of Association (AoA) with the Registrar of Companies, Kerala for it records. 7. The Transferee Company is also to pay fees for the enhanced authorised capital subsequent to the Amalgamation after setting off the fees paid by the Transferor Company. 8. The Official Liquidator has filed his report on 07.02.2020 along with the Report of the Chartered Accountant. The Chartered Accountant in the report stated that the affairs of the Transferor Companies have not been conducted in a manner prejudicial to the interests of its shareholders and public. However, the Official Liquidator in the Report has raised an objection that the Memorandum of Association of the 1st Transferor Company states ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1956. The Registered Office of the Company is situated at Door No.731-735, Nila, Technopark Campus, Kariyavattom, Trivandrum- 695581. The main objects of the company as per Memorandum of Association is as under: - subject to the rules and regulations issued by Reserve Bank of India and such other Government authorities from time to time to carry on the business of setting up and running of training academy in the areas of film, Television, print and interactive medias including live action and all the formats of animation. 14. The Authorised share capital of the Company is ₹ 25,000,000/- divided into 25,00,000 equity Shares of ₹ 10/- each and the issued subscribed and paid-up capital of the company is ₹ 24,482,170/- divided into 24,48,217 equity shares of ₹ 10/- each. 15. Heard the learned counsel for the Petitioner Companies through video conferencing. It appears that paper publication under Rule 16 has been affected on 14.11.2020 in two Newspapers, i.e. in Times of India (English)and Janmabhoomi (Malayalam) and no one has filed objection against the Scheme of Amalgamation of the Petitioner Companies. During the course of hearing on 01.12.2020 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... this case and considering, the aforementioned case law, this Bench is of the view that the Scheme placed before this Bench on 27.11.2020 after carrying out necessary amendments and change of appointed date from 01.04.2017 to 01.04.2019, may be sanctioned. Hence, this Tribunal Sanction the Scheme of Amalgamation of M/s. Toonz Infrastructure Private Limited and M/s. Toonz Animation India Private Limited with M/s. Asian Institute of Films and Media Studies Private Limited and the appointed date of the Scheme is fixed as opening hours of 01stApril, 2019, with the following: - ORDER I. All concerned regulatory authorities shall act on receipt of a copy of this order along with the Scheme duly certified by the Deputy/Assistant Registrar of this Tribunal. II. The Petitioner Companies are directed to file a copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically in E-Form INC-28, in addition to producing physical copy within 30 (thirty) days from the date of issuance of the order by the Registry. III. The Transferee Company is directed to comply with the provisions of Section 232 (3) (i) of the Companies Act, 2013 by mak ..... X X X X Extracts X X X X X X X X Extracts X X X X
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