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TMI Blog2021 (1) TMI 1027X X X X Extracts X X X X X X X X Extracts X X X X ..... tatutory rule or regulation, the sanction granted by this Court to the scheme will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the petitioners. The Transferor Companies stand dissolved from the date of this Order without following the process of winding-up - That all the property, rights and powers of the Transferor Companies be transferred without further act or deed, to the Transferee Company and accordingly the same shall pursuant to Section 232 of the Act, be transferred to and vest in the Transferee Company for all the estates and interests of the Transferor Companies therein but subject nevertheless to all the charges not affecting the same. - CP No. 158/CTB/2019 - - - Dated:- 18-1-2021 - Ms. Sucharitha R. Member (Judicial) and Shri Satya Ranjan Prasad Member (Technical) 1. Mr. Hemant Sethi : For the Petitioner ORDER This is a joint petition filed under Sections 230-232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 by the above referred petitioners. 2. Sanction of this Tribunal has been sought to a Sc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t carrying any business activity apart from holding assets/ investments leading to duplicity and multiplicity in the group structure and posing challenges to operate, manage and administer and therefore the present scheme is to simplify, the operating and holding entities within the group. In addition to the above, the group is eyeing the global markets for raising funds and attracting investments in its diversified business portfolio. Therefore, there is a requirement of having a single vehicle which reflects the strong footing of the group in India by way of consolidating the shareholding of the group under one shed. In order to segregate the holding and operating entities while consolidating the shareholding structure and to bring in management and administrative efficiency in the group, it has been decided by the Board of Directors of the Amalgamating companies and the Amalgamated company to enter into a Scheme of Merger by Absorption, consisting of merger of Amalgamating companies (defined in Part A of Section I of this Scheme) with Amalgamated Company. The above merger would be in the interest of each of the respective companies and their shareholders and creditors o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ioner Transferee Company and the consolidated authorized share capital of the transferee company will be arrived to INR 16,15,00,000/-. In view of the above, the petitioner transferee company will be required to pay the difference of amount of fees which is payable on the enhanced authorized capital of INR 16,15,00,000/- as on date and the total payable amount of fees which have already been paid by all the petitioner companies at the time of registration/increase in authorized capital, as the case maybe. The Hon'ble NCLT may therefore be pleased to direct the companies to undertake the compliance of section 232(3) (i) of the Companies' Act 2013 and to pay fees accordingly. b) That, the Regional Director submits that the petitioner transferee company has submitted information vide letter dated 03.12.2019 pursuant to this Directorate's letter dated 18.10.2019 stating that there are Foreign National/NN/Foreign Bodies Corporate, holding shares in the Petitioner Companies. The Regional Director is not aware as to whether the petitioner transferee company has complied with the provisions of FEMA and RBI guidelines or not, in this regard. The Hon'ble NCLT may therefo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ies at the time of registration/increase in authorized capital, as the case may be. b. In response to Para 2 (e) of the affidavit of Regional Director, clarifies that allotment of shares to the shareholders of Transferor Company is through automatic route. The Transferee undertakes to this Tribunal that the Transferee Company will comply with the provisions of FEMA and RBI guidelines w.r.t Foreign National/NRI/Foreign Body Corporate holding shares in the Applicant Companies to the extent applicable. c. In response to Para 2 (f) of the affidavits of Regional Director, the Transferee company undertakes to this Tribunal that the Applicant Transferee company will apply for registration as a Core Investment Company with the Reserve Bank of India in terms of Section 45-IA of the RBI Act, 1934 on giving effect to the Scheme. 7. Certificates of auditors of the petitioner companies have been placed on record to the effect that Accounting Treatment proposed in the Scheme of Arrangement is in conformity with the Accounting Standard notified by the Central Government as specified under the provisions of Section 133 of the Companies Act, 2013. 8. The Petitioners have filed an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t further act or deed, to the Transferee Company and accordingly the same shall pursuant to Section 232 of the Act, be transferred to and vest in the Transferee Company for all the estates and interests of the Transferor Companies therein but subject nevertheless to all the charges not affecting the same; and (iii) That all the liabilities and duties of the Transferor Companies be transferred without further act or deed, to Transferee Company and accordingly the same shall, pursuant to Section 232 of the Act, be transferred to and become the liabilities and duties of the Transferee Company. (iv) That all proceedings and/or suits and/or appeals now pending by or against the Transferor Companies be continued by or against the Transferee Company; and (v) That all the employees of the Transferor Companies in Service, if any, on the date immediately preceding the date on which the scheme takes effect, i.e., the effective date shall become the employees of the Transferee Company on such date without any break or interruption in service and upon terms and conditions not less favourable than those subsisting in concerned Transferor Company on the said date. (vi) That petiti ..... X X X X Extracts X X X X X X X X Extracts X X X X
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