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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 ..... ekkei 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gs of costs. 4. In the second motion application filed by the Petitioner Companies in relation to this Petition, this Tribunal vide order dated 12.02.2020 has directed the Petitioner Companies to issue notice to the Statutory/Regulatory Authorities viz. (i) Regional Director (Southern Region), (ii) RoC, Chennai, (iii) the Income Tax Department (iv) Official Liquidator and other sectoral regulators, who may govern the working of the respective companies in relation to the Scheme, as well as for paper publication to be made in "Business Standard", English (Chennai Edition) and "Makkal Kural" Tamil (Chennai Edition). 5. In compliance with the said directions issued by this Tribunal, the Petitioner Companies have filed an Affidavit of service ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... feror Company shall stand enhanced to Rs. 20,00,000/- and the Company has not provided for payment of further fee/stamp duty for the enhanced authorized capital as required under Section 232(3)(i) of the Act, 2013, whereas in Clause 14.1. has stated that it will utilize and set off the fee paid by the Transferor Company for the increase in share capital and hence sought for a direction to the Transferee Company to file the amended MOA and AOA with RoC, Chennai. Thus, after examining the Scheme, the Regional Director, except for the said objection, has decided not to make any objection to the Scheme. In relation to the said objection raised by the RD, the Authorized Representative of the Transferee Company has filed an Affidavit before this ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hence the question of commenting on compliance of the Companies Act, does not arise. From the above observations made by the Chartered Accountants, the Official Liquidator 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 Rs. 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The Learned Counsel for the Petitioner Companies have stated that the Statutory Auditors of the Petitioner Companies have examined the Scheme and has certified that the Petitioner Companies have complied with proviso to Section 230(7)/Section 232(3) and the Accounting Treatment contained in the proposed Scheme of Arrangement is in compliance with the Applicable Indian Accounting Standards. The Certificates issued by the Statutory Auditors certifying the Accounting Treatment of Petitioner Companies are placed at page 199 as "Annexure 11" along with the typed set. 8. OBSERVATIONS OF THIS TRIBUNAL 8.1. After analyzing the Scheme in detail, this Tribunal is of the considered view that the scheme as contemplated amongst the petitioner companie ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rdance 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 Company as per the terms of the Scheme of Amalgamation. (ii) That all the liabilities, powers, engagements, obligations and duties of the Transferor Companies shall pursuant to Section 232(3) of the Companies Act, 2013 without further act or deed be transferred to the Transferee Company and accordingly the same beco ..... X X X X Extracts X X X X X X X X Extracts X X X X
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