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TMI Blog2021 (2) TMI 57X X X X Extracts X X X X X X X X Extracts X X X X ..... he Representative for the Petitioner Companies. No objector has come before this Tribunal to oppose the Scheme of Merger nor has any party controverted any averments made in the Company Petition to the said Scheme. 3. The sanction of the Tribunal is sought under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 to the Scheme of Merger of Capricorn Studfarm Private Limited(Transferor Company-1) and Equine Bloodstock Private Limited(Transferor Company-2) with Capricorn Agrifarms and Developers Private Limited(Transferee Company)and their respective shareholders. 4. The Petitioner Companies state that the Scheme has been approved by the Board of Directors of each of the Petitioner Companies at their respective me ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... titioner Companies were dispensed with in view of the consent affidavits obtained from all the Equity Shareholders of the Petitioner Companies. The meetings of 10% Non-Convertible Non-Cumulative Redeemable Preference Shareholders of the Petitioner Company-1 and Petitioner Company-3were dispensed with in view of the consent affidavits obtained from all the 10% Non-Convertible Non-Cumulative Redeemable Preference Shareholders of the Petitioner Company-1 and the Petitioner Company-3. The meeting of the Secured Creditors of the Petitioner Companies was not required as there are no Secured Creditors in the Petitioner Companies. The meeting of the Unsecured Creditors of the Petitioner Company-1 was not required to be convened as there was no dimi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pon the Scheme becoming effective' or 'operativeness of the Scheme' shall mean the' Operative Date'. In this regard, it is submitted that section 232(6) of the Companies Act, 2013 states that the scheme under this section shall clearly indicate an appointed date from which it shall be effective and the scheme shall be deemed to be effective from such date and not at a date subsequent to the appointed date. However, this aspect may be decided by the Tribunal taking into account its inherent powers. Further, the Petitioners may be asked to comply with the requirements and clarified vide circular No.7/12/2019/CL-I dated 21.08.2019 issued by the Ministry of Corporate Affairs. (c) Petitioner Company have to undertake to comply with section ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ards including AS-5(Ind AS-8) to the extent applicable. 13. In so far as observations made in paragraph IV (b) of the Report of Regional Director is concerned, Learned Authorised Representative for the Petitioner Companies submits that the appointed date,i.e., 1stApril 2019 has been clearly indicated in the Scheme in accordance with provision of section 232(6) of the Companies and the Scheme shall become effective from the appointed date. The Learned Authorised Representative further submits that the Petitioner Companies have already complied with the requirements and clarification of circular No.7/12/2019/CL-I dated 21.08.2019 issued by the Ministry of Corporate Affairs by clearly specifying the appointed date in the scheme and hence the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the Secured Creditors of the Petitioner Companies was not required as there are no Secured Creditors in the Petitioner Companies. The meeting of the Unsecured Creditors of the Petitioner Company-1 was not required to be convened as individual notices were given to all the Unsecured Creditors of the Petitioner Company1.The meeting of the Unsecured Creditors of the Petitioner Company-2 and the Petitioner Company-3 were not required and dispensed with, in view of consents affidavit obtained from all the Unsecured Creditors of the Petitioner Company-2 and the Petitioner Company-3agreeing to the Scheme of Merger and placed before this this Tribunal. Since the consents affidavits from all the Equity Shareholders, Preference Shareholders and Uns ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , 2013 and the Rules made thereunder. The said undertaking is accepted. 18. The Official Liquidator has filed his report dated 5thJune2020, inter alia stating therein that the affairs of the Transferor Companies have not been conducted in the manner prejudicial to the interest of the members or the public and the Transferor Companies may be ordered to be dissolved without winding up by this Tribunal. 19. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. 20. Since all the requisite statutory compliances have been fulfilled, CP(CAA)/927/MB-III/2020 is made absolute in terms of prayer clause (a) to (c) of the Company Petition. 21. Th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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