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TMI Blog2021 (5) TMI 108X X X X Extracts X X X X X X X X Extracts X X X X ..... he approval of the Scheme of Amalgamation (hereinafter referred to as the 'SCHEME') as contemplated between the Petitioner Companies viz. M/s. Quest Compbio Private Limited (hereinafter referred to as Transferor Company ) and M/s. Sekkei Bio Private Limited (hereinafter referred to as Transferee Company ) under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 (for brevity 'the Act') read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity 'the Rules') pursuant to the Scheme proposed between the Petitioner Companies and the said Scheme is also annexed as Annexure 4 to the typed set filed along with the petition. 2. 1ST MOTION APPLICATION - IN BRIEF 2.1. The Transferor and Transferee Companies have jointly filed the First Motion Application vide CA/397/CAA/2020 seeking for directions from this Tribunal for dispensation of the meetings of the Equity Shareholders and Unsecured Creditors of the Transferor and Transferee Companies and it was represented that there were no Secured Creditors in relation to the Transferor and Transferee Companies. Based on such application moved under Sections 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ai Edition) in Tamil on 23.02.2021. It is also seen that notices have been also served to (i) The Regional Director, Southern Region, Chennai on 22.02.2021 (ii) Registrar of Companies Chennai on 22.02.2021 (iii) Official Liquidator on 22.02.2021 (iv) Income Tax Authority on 22.02.2021. Pursuant to the service of notice of the petition the following statutory authorities have responded as follows; 6. STATUTORY AUTHORITIES 6.1. REGIONAL DIRECTOR The Regional Director, (hereinafter referred to as 'RD') Chennai to whom the notice was issued has filed his Report before this Tribunal on 15.02.2021 and has stated that Clause 12 of the Scheme provides for the protection of the interest of the Executives/staff, workmen and other employees of the Transferor Company. It was further observed that as per the report of RoC, Chennai, the Transferor and Transferee Companies are regular in filing their statutory returns and it is stated that there is no prosecution/complaint/inspection or investigation pending against the Companies. The RD in para 9 of his report has observed that as per Clause 14 of the Scheme the Authorized Capital of the Transferor Company shall stand enhanced t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ator sought to take on record and consider the report of the Chartered Accountant and has also sought to fix the remuneration payable to the Auditor who has investigated into the affairs of Transferor Company. In this regard, this Tribunal hereby directs the Transferor Company to pay a sum of ₹ 25,000/- (Rupees Twenty Five Thousand Only) to the Official Liquidator for the payment of fees payable towards the Auditor who has investigated into the affairs of the Transferor Company. 6.3. OTHER AUTHORITIES In relation to notice issued to Department of Income Tax, none of them appeared before this Tribunal, nor have filed its report/reply and raised any objections to the Scheme and in the circumstances, this Tribunal presumes that other statutory Department viz. The Income Tax Authorities and The Reserve Bank of India does not have any objection to the sanction of the Scheme. In Company Petition CAA-284/ND/2018 vide Order dated 12.11.2018, the NCLT New Delhi has made the following observations with regard to the right of the IT Department in the Scheme of Amalgamation, taking into consideration the clauses contained in the Scheme in relation to liability to tax and al ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Companies Act, 2013 and no proceedings against the petitioner companies for oppression or mismanagement have been filed before this Hon'ble Tribunal or erstwhile Company Law Board. 8.3. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal 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. 8.4. While approving the Scheme as above, it is clarified that this order should not be construed as an order in any way granting exemption from payment of stamp duty, taxes or any other charges, if any, payment is due or required in accordance with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law. 9. THIS TRIBUNAL DO FURTHER ORDER: (i) That all properties, right and interest of the Transferor Companies shall pursuant to section 232(3) of the Companies Act, 2013 without further act or deed be transferred to and vest in or be deemed to have been transferred and vested in the Transferee Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X
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