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TMI Blog2021 (1) TMI 348X X X X Extracts X X X X X X X X Extracts X X X X ..... Act) to the Scheme of Amalgamation (the Scheme) of Fast Track Diagnostics Private Limited with Siemens Healthcare Private Limited and its Shareholders and Creditors. 2. We have heard the learned Counsel appearing for the Petitioner. No objector has come before this Tribunal to oppose the Scheme, nor has any party controverted any averments made in the Petition. 3. The Board of Directors of the Petitioner Company approved the Scheme in their Board Meeting held on 24th January, 2019. The Appointed Date fixed under the Scheme is 1st April, 2019. 4. The Petitioner Company/Transferee Company is engaged in the business of providing Healthcare infrastructure with complete offerings in diagnostic imaging solutions, advanced therapies, ultrasound, laboratory diagnostics and point of care solution services and has expertise experience in enabling healthcare providers to bring better outcome for patients and has necessary infrastructure, facilities experience in distribution, marketing, sales of medical devices/products. The Transferee Company holds the entire share capital of the Transferor Company. 5. The rationale of the proposed Scheme is described in the Company Petiti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on is filed in consonance with sections 230 to 232 of the Act and the Order dated 18th February, 2020 passed in C.A. (CAA) No. 1357/MB-I/2019 by this Tribunal. 7. The Petitioner Company has complied with all the requirements as per the directions of this Tribunal and has filed the necessary affidavits of compliance with this Tribunal. Moreover, the Petitioner Company through its Advocates undertake to comply with all statutory requirements, if any, as required under Companies Act, 2013 and the Rules made thereunder as applicable. The undertaking given by the Petitioner Company is accepted. 8. The Regional Director (Western Region), Ministry of Company Affairs, Mumbai, has filed its Report dated 21st October, 2020 inter alia stating therein that save and except as stated in para IV (a) to (f) of the Report, the Scheme is not prejudicial to the interest of shareholders and public. In response to the observations made by the Regional Director, the Petitioner Company has also given necessary undertakings and clarification. The observations made by the Regional Director and the clarifications and undertakings given by the Petitioner Companies are summarized in the table below: ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... te Affairs. (c) 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 affirm that they comply the provisions of the section. In response to the observations in Para (c) made by Regional Director, the Petitioner Company submits That pursuant to Para 2 of Part III of Scheme of Amalgamation, Transferee Company hereby undertakes to comply with the provisions of Section 232(3)(i) of the Companies Act, 2013. It is further submitted that fee and Stamp Duty, if any, accrue on approval of aforesaid Scheme of Amalgamation shall be borne by Transferee Company. (d) It is observed that the Transferee Company has foreign / non-resident shareholders. The Transferee Company must follow the FEMA guidelines while allotment of shares. Copy of the foreign/ non-resident shareholders of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the facts of present case are same as discussed in case of Shriram Chit P. Limited and Ors wherein Hon ble National Company Law Tribunal, Mumbai Bench, held that 35. The second issue is regarding compliance with section 13 of the Companies Act, 2013 regarding change of name of the transferee company and change of registered office of the transferee company consequent upon sanction of the scheme of amalgamation, Learned counsel for the petitioner/transferor company relies on the judgment of the hon'ble Bombay High Court's judgment dated December 12, 13, 1991 in the matter of PMP Auto Industries Ltd., In re MANU/MH/0112/1991 : [1994] 80 Comp Cas 289 (Bom) to buttress his contention that no separate procedure is required to be followed. 36. It is now settled law that the provisions to schemes of arrangement are a complete code in themselves, and the separate procedures prescribed for change of name, change of registered office, reduction of capital, etc., under other provisions of the Companies Act are not required to be followed if they are effected as part of the scheme itself. It is also settled law that approval by the members to the scheme should be treat ..... X X X X Extracts X X X X X X X X Extracts X X X X
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