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TMI Blog2021 (1) TMI 521X X X X Extracts X X X X X X X X Extracts X X X X ..... pany], represented by its Director, Mr. K. T. Antony residing at 7, Kunnath, Ramalinga Nagar, First layout, 4th Cross, Sai Baba P.O., Coimbatore- 641 011. This Company Petition filed under Section 230 read with Section 232 of the Companies Act, 2013.The Petitioners sought the following reliefs: - a. Hearing of the Petition on a date as may be fixed and exempt the Petitioner Companies from issue of advertisement as laid down under Rule 16(1) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 as per powers vested with this Hon'ble Tribunal under Rule 14 of the National Company Law Tribunal Rules, 2016 and in case such exemption is not granted, to direct issue of advertisement of the notice for hearing of the Petition in such newspaper as the Hon'ble Tribunal may be pleased to direct, not less than ten days before the date fixed for hearing of the Petition as provided under Rule 16 of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016. b. That the Scheme of Amalgamation between M/s Mundassery Board and Paper Mills private Limited (Transferor Company) with M/s Kunnath Paper Mills Private Limited (Transferee Company) as per the Scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing with the meetings of its Shareholders, Secured Creditors in respect of 1st Petitioner Company only as 2nd Petitioner Company did not have any Secured Creditors and also Meetings of Unsecured Creditors of both Companies on the basis of consent obtained. This Tribunal vide order dated 5th October 2020 in CA(CAA)/06/KOB/2020 granted relief as sought for in the said Application. 3. The object of this Petition is to obtain sanction of this Tribunal to the Scheme of Amalgamation of Transferor Company with the Transferee Company and their respective Shareholders and Creditors. The appointed date of the Scheme is 01.04.2020. It is stated that no change has been made in the Scheme after filing of the Application, CA(CAA)/06/KOB/2020. 4. The Board of Directors of Transferee Company and Transferor Company have approved and adopted the Scheme of Amalgamation of both the Companies in their meeting held on 04.08.2020 and Extra Ordinary General Meeting of the Shareholders of both Companies held on 17.08.2020. 5. Upon coming into effect of the Scheme, and in consideration for the transfer of and vesting of the assets and liabilities of the Transferor Company, the Transferee Company shall, w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fee payable in the office of Registrar of Companies, for the Authorized Share Capital of Transferor Company. Further, the Transferee Company shall take necessary steps to further increase and alter its Authorized Share Capital suitably to enable it to issue and allot the Equity Shares required to be issued and allotted by it in terms of this Scheme. Upon the coming into effect of this Scheme, Clause V of the Memorandum of Association of the Transferee Company shall, without any further act, instrument or deed, be and stand altered, modified and amended pursuant to applicable provisions of the Act. 8. The benefits of Amalgamation are: - a. The Transferor Companies and Transferee Company are the Companies under the same management with certain common directors and shareholders. Major shareholding in the Transferee Company is in the name of Transferor Company. Recognising the strength of each other and with intent of aligning the business operations of the Transferor Company and the Transferee Company, the said Companies now propose by way of a Scheme to merge/amalgamate the Transferor Company into and with the Transferee Company in accordance with the terms as per the Scheme of Am ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cting their existing activities. i. The Board of Directors of both the companies have at their respective Board meetings by a resolution passed unanimously approved the said Scheme of Amalgamation and also authorized to take all necessary steps and to sign and verify all applications, vakalthnamas, affidavit and execute any other necessary papers or documents before the National Company Law Tribunal, Kochi Bench, Kochi in connection with the proposed Scheme of Amalgamation under Section 230 to 232 of the Companies Act, 2013. j. The assets of the Petitioner companies are sufficient to meet all their liabilities and the said Scheme will not adversely affect the rights of any of the Creditors of any of the Petitioner Companies in any manner whatsoever. k. There are no proceedings pending under Section 235 to 250 of the Companies Act, 1956/ 210 to 226 of the Companies Act, 2013, against any of the Petitioner Companies or their Directors. 9. The Meeting of the Secured Creditor of the Transferee Company was also dispensed with as all the Secured Creditors had given their consent approving the Scheme and for dispensing their meeting. Since, there were no Secured Creditors in respec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a for its records. 14 The Official Liquidator has filed his report on 18.11.2020 along with the Report of the Chartered Accountant. The Chartered Accountant in the report stated that the affairs of the Transferor Company 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 Transferor Company states that the company has to be amalgamated with only such Companies or firms having objects altogether or in part similar to the Company. 15. It appears from the report of Official Liquidator that the Transferor Company was incorporated on 31.01.1990 as a Private Limited Company under the Companies Act, 1956. The Registered Office of the Company is situated at T C No. 6/103-1, Mundassery Bhavan, Lourdepuram Road, Kizhakkumpattukara, Thrissur, Kerala- 680 005. The main objects of the company as per the attached Memorandum of Association to the application is as under: - "To manufacture and deal in all varieties of Boards, Kraft Paper, Writing and Printing Paper." a) Capital Structure Details of Shareholders holding Equity Shares of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ty Shares of Transferee Company of INR 100/- each fully paid up for every 10 Equity Shares of Transferor Company of INR 100/- each fully Paid up. 4) Qualification remarks in Auditors Report, if any of the Transferor Company There have been no qualification remarks in the Auditors Report of the Company for period ended 31.03.2019 and for supplementary Audit of Accounts for the period ended 31.10.2019 with respect to the Transferor Company. 16. Heard the learned counsel for the Petitioner Companies through video conferencing. As required under Rule 16 of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 has been affected in two Newspapers, i.e., the Indian Express (English) dated 08.12.2020 and Mathrubhumi (Malayalam) dated 10.12.2020 and no one has filed objection against the Scheme of Amalgamation of the Petitioner Companies. 17. In the light of the aforesaid discussions and due appreciation of the facts and circumstances involved in this case and considering, the arguments advances by the learned counsel, this Bench is of the view that the Scheme placed before this Bench on 16.10.2020 can be sanctioned. Hence, this Tribunal Sanction the Scheme of Amalgam ..... X X X X Extracts X X X X X X X X Extracts X X X X
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