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TMI Blog2021 (2) TMI 607X X X X Extracts X X X X X X X X Extracts X X X X ..... nsferee Company) be dispensed with in view of the Affidavits sworn to by the Members, Secured and Unsecured creditors of both the Companies giving their consent to the amalgamation. 3 It is seen that the Transferor Company/Applicant No.1 was incorporated on 11.4.2007 under the name and style Leela Lace Real Estate Developments Private Limited as per the Certificate of Incorporation issued by the Registrar of Companies, Mumbai. The name and style of the Transferor Company was cJhanged as Emmel Realtors and Developers Pvt Ltd as per Fresh Certificate of Incorporation issued by the Registrar of Companies, Mumbai on 6.4.2010. The Registered office of the Transferor Company was changed from Maharashtra to Kerala vide Order issued by the Deputy Registrar of Companies (Kerala and Lakshadweep) on 5th August 2010. 4. The Transferee Company/Applicant No.2 was incorporated on 5.7.1999 under the name and style Muthoot Hotels and Tourism Ventures Private Limited as per the Certificate of Incorporation issued by the Registrar of Companies, Kerala. The name and style of the Transferee Company was changed as Muthoot Hotels and Infrastructure Ventures Private Limited as per Fresh Certificate of I ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... duced. 12. Audited Statement of Accounts as on 31.3.2019 and the latest unaudited provisional financial statements dated 29.2.2020 and 31.03.2020 of the Transferee Company have been produced. 13. The Statutory Auditors reports dated 15.02.2020 issued separately pertaining to both the Applicant Companies certifying that the Accounting Standards proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013 on the basis of verifications carried out by them with respect to the proposed Scheme for Amalgamation of Emmel Realtors and Developers Private Ltd (Transferor Company) and MPG Hotels and Infrastructure Ventures Private Ltd (Transferee Company) have also been produced. 14. Memorandum of Association of the respective Companies authorises its amalgamation into another Company. Memorandum of Association of both the Companies have been produced. 15. The Applicant Companies have also submitted that there are no winding up petitions initiated against the Applicant Companies and there are no other investigations or proceedings under the Companies Act, 1956/2013 have been instituted or are pending in relation to the Applic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Holders aggregating an outstanding amount to the extent of Rs. 345,13,82,301/- as per the Certificate issued by the Chartered Accountant as per details given below: Financial Institutions (5 Nos) Amount Rs. Secured Debenture Holders (141 Nos) Amount Rs. Total Amount Rs. 326,97,71,766.00 18,16,10,535.00 345,13,82,301.00 18. Out of the above 146 Secured Creditors, separate affidavits sworn to by the authorised representatives of four Financial Institutions for an amount of Rs. 326,97,52,316/- (aggregating to 94.73% of the total value of Secured Creditors), expressing their consent to the Scheme of Amalgamation and for dispensation of their meeting for approval of the scheme have been produced. (b) There are 437 (four hundred and thirty-seven) Secured Creditors, which include 4 (four) Financial Institutions and 433 (four hundred and thirty-three) NCD holders in the Transferee Company as on 30.06.2020, aggregating an outstanding amount to the extent of Rs. 360,25,35,417/- as per the Certificate issued by the Chartered Accountant as per details given below: Financial Institutions (4 Nos) Amount Rs NCD Holders (433 Nos) Amount Rs. Total Amount Rs. 318,88,13,730.00 41,37,2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ransferee Company, and its nominees, in Transferor Company shall be deemed to be cancelled without any further act or deed for cancellation thereof by the Transferee Company, and shall cease to be in existence accordingly, The cancellation of shares of the Transferor Company held by the Transferee Company is a consequence of the amalgamation and there is no requirement to comply with section 66 of the Companies Act 2013. 12. ACCOUNTING TREATMENT Upon the coming into effect of this Scheme and with effect from the Appointed Date, Transferee Company shall account for amalgamation in its books of account in accordance with 'Pooling of Interest Method' of accounting as per Accounting Standard - 14 prescribed by the Companies (Accounting Standards) Rules, 2006. It would Inter alia include the following: 12.1 The Transferee Company shall record all the assets and liabilities, including reserves of the Transferor Company at their existing carrying amounts and in the same form. 12.2 The difference between the book value of the assets and the liabilities of the Transferor Company as recorded by the Transferee Company in accordance with Clause 12.1 above shall be adjusted t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion 13, 14 and 61 of the Companies Act, 2013 for amendment of the Memorandum of Association of the Transferee Company." 20. The learned counsel for the Applicant Companies has also cited the Judgement of the Hon'ble High Court of Delhi dated 05.07.2012 in Company Petition No.116 of 2012 in Grover Chits Pvt Ltd Vs. SKS Buildhome Pvt Ltd wherein it was held that in the case of shareholders of the Holding Company hold entire shares in the merged entity, no valuation exercise/valuation report is required in such cases. 21. I have heard the arguments advanced by the learned counsel for the Applicant Companies Shri Pawan Jhabakh, and have thoroughly perused the whole documents attached with the Application. Under Section 230(2)(a) of the Act, the company or any other person, by whom an application is made under sub-section (1), shall disclose to the Tribunal by affidavit-(a) all material facts relating to the company, such as the latest financial position of the company, the latest auditor's report on the accounts of the company and the pendency of any investigation or proceedings against the company. Under Section 230(9) of the Companies Act, 2013, the Tribunal may dispense with call ..... X X X X Extracts X X X X X X X X Extracts X X X X
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