9911796707
TMI Blog2021 (4) TMI 45X X X X Extracts X X X X X X X X Extracts X X X X ..... 2016PTC085976 and having its registered office situated at No. 219, 1st Floor, 2nd E cross, 3rd Block, 3rd Stage Basaveshwara Nagar, WOC Road, Bangalore-560079. Its Authorised Share Capital is Rs. 30,00,000/- comprising of 3,00,000 Equity Shares of Rs. 10/- each and the Issued, Subscribed and Paid-up Capital is Rs. 26,39,310/- divided into 2,63,931 Equity Shares of Rs. 10/- each as on 31.03.2020. Its main objects inter alia are to provide information technology to any person, firm, company, trusts, association, institution, society, body corporate, government or government department, public or local authority in India and outside India, in the field of information technology and related areas, etc. (2) A Draft Scheme of Amalgamation of Petitioners Companies are formulated in pursuant to provisions of Section 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 subject to the requisite approval of shareholders/Creditors of the Company and confirmation by the Hon'ble National Company Law Tribunal (NCLT) and such other competent authority(ies). Accordingly, the Board of Directors of the Petitioner No. 1/Transferee Company at their meeting held on 10th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ime) and other generally Accepted Accounting Principles. (6) R. Badarinath & Co., Chartered Accountants, the Statutory Auditors of the Petitioner No. 2/Transferor Company has issued a Auditors Certificate dated 16.12.2020 has inter alia confirmed that the proposed accounting specified in paragraph 10 of the Scheme, as such, is in compliance with Accounting Standards prescribed u/s. 133 of the Companies, Act 2013 r/w Rule 7 of the Companies (Accounts) Rules 2014 (as amended from time to time), Companies (Accounting Standards) Amendment Rules, 216 (as amended from time to time) and other generally Accepted Accounting Principles. (7) The benefits sought to be achieved by the Amalgamation inter alia as follows: a) The development facilities available with the Transferor Companies and the Transferee Company could be pooled together and the amalgamated company will be able to exploit the facilities available as one single unit for the benefit of the amalgamated company and penetrate into the new markets; b) Administration and operational costs would be considerably reduced and the amalgamated company will be able to benefit from the same resulting in better turnover and profits. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompanies, Act, 2013 r/w Rule 3 (2) of Companies (CAA) Rules, 2016 whether a meeting or otherwise, shall be deemed to have the approval u/s. 13, 14, 61, 64 & other applicable provisions of the Companies Act, 2013 and any other consents and approvals required in this regard. (12) On the scheme coming into effect, the Transferor Company shall without any further act or deed, stand dissolved without winding up in accordance with the provisions of the Act and the Rules made thereunder. Further, under the Scheme of Amalgamation the entire assets and liabilities of the Transferor Company will be deemed to be taken over by the Transferee Company with effect from 1st April 2020, the appointed date as a going concern. (13) The Petitioner Companies have filed C.A. (CAA) No. 43/BB/2020 before this Tribunal praying for dispensation of meetings of the Equity Shareholders of the Petitioner Companies and Unsecured and Secured Creditors of the Petitioner No. 1. The Tribunal, vide its Order dated 01.12.2020, dispensed with the convening and holding the meeting of the equity shareholders of the Petitioner companies, Secured and Unsecured Creditors of the Petitioner No. 1. (14) It is also stated ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rears. The Petitioner Company may be asked to state the present position of default and NOC if the loan is not settled till date. (4) The Transferee Company has not appointed Company Secretary since 2.4.2019. Hence the Transferee Company shall file adjudication application u/s. 454 of the companies Act, 2013 to make the offence good. (5) The petition may be decided on merits. 5. The Official Liquidator has filed OLR No. 34/2021 by inter alia stating that the Official Liquidator for scrutiny of the books of accounts and records of the Transferor Company has engaged Ravi & Shrihari, Chartered Accountant, and the said Chartered Accountant after examining the affairs of the Transferor Company, has inter-alia concluded in their report dated 03.03.2021 as under: a) The Company has maintained proper books of accounts statutory registers and other relevant documents as on date, except for the financial records of 2017-18 & for the period from 01.04.2020 to 14.12.2020, which do not match with financial statements. b) The Company has filed all the necessary statutory returns with various authorities except as stated in clause 8(c) to (e) as stated in said report. The Transferor Comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n (1) and (2) of the above section, however, subject to filing a Certificate by the Company's Auditor with Tribunal to the effect that the accounting treatment, if any, proposed in the Scheme of Amalgamation is in conformity with the Accounting Standards prescribed under Section 133, etc. 11. As stated supra, the Scheme in question is framed in the larger interest of all stake holders of the Company, by keeping in mind, the principle of ease of doing business. And the Scheme was put to notice to all stake holders and broadly consented by all Shareholders and Creditors of the Company. There are no investigations stated to be pending against the Companies. The Auditors of both Companies have furnished respective certificates by inter alia certifying that the accounting treatment contained in the proposed Scheme of Amalgamation is in conformity with accounting standards prescribed u/s. 133 of the Companies Act, 2013. 12. It is a settled position of law that any Scheme of Amalgamation or Arrangement, under the extant provisions of Companies Act, would not contemplate to waive any liability or legal action for any violation of provisions of Companies Act, so as to prevent Statutor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ition) between I-Nurture Education Solutions Private Limited (Transferee Company) with M/s. Krackin Technologies Private Limited (Transferor Company) is provisionally sanctioned with effective date i.e. from 1st April, 2020 prayed for, however subject to complying all undertakings, extant statutory provisions. (2) The sanction of Scheme will not waive any violation or liability, if any, committed by the Companies prior to sanction of the scheme, and the Statutory Authorities are entitled to initiate appropriate Action in accordance with law, and they are also at liberty to approach this Tribunal by filing Miscellaneous Applications in the instant application by seeking appropriate direction(s); (3) The Company shall within thirty days of the date of the receipt of this Order cause a certified copy of this Order along with a copy of Scheme of Amalgamation to be delivered to the Registrar of Companies for registration in accordance with Rule 25(7) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; (4) Any person(s) who is aggrieved by this order is/are at the liberty to apply to this Tribunal by filing miscellaneous application in the instant Applicatio ..... X X X X Extracts X X X X X X X X Extracts X X X X
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