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TMI Blog2021 (6) TMI 281X X X X Extracts X X X X X X X X Extracts X X X X ..... o be no impediment in sanctioning the present Scheme. Consequently, sanction is hereby accorded to the Scheme under Section 230 to 232 of the Companies Act, 2013. The Petitioners shall however remain bound to comply with the statutory requirements in accordance with law. The scheme is sanctioned - Application allowed. - (CAA)-17/PB/2021 in CA(CAA)-104/PB/2020 - - - Dated:- 31-5-2021 - B.S.V. Prakash Kumar, Actg. President and Hemant Kumar Sarangi, Member (T) For Appearing Parties : Abhishek Nahta, CA, Shankri Mishra and Luqman S. Hasan, Advocates ORDER 1. This Joint petition has been filed by the Petitioner Companies under Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eror Company and Transferee Company. 6. Record of this Tribunal in relation to the First motion joint application filed by the two petitioner companies involved in the Scheme of Amalgamation in Company Application No. CA (CAA)-104 (PB)/2020 discloses that based on the representations made in the joint application and also taking into consideration the provisions of Section 230-232 of the Companies Act, 2013, the requirements of meetings of unsecured creditors in relation to Petitioner Companies got dispensed with vide order dated 20.11.2020. In view of the absence of any secured creditor(s) of the Petitioner Companies the necessity of a requirement of convening a meeting got obviated. In relation to the meeting of Equity shareholders of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ial Liquidator has filed its report wherein no specific objection has been raised against the approval of the Scheme. It is submitted in the report that the official liquidator has not received any complaint against the proposed Scheme from any person/party interested in the Scheme in any manner and that the affairs of the Transferor Company do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest. 11. The Department of Income Tax has filed its response dated 17.03.2021 to the Scheme. It is accordingly seen that no objection has been raised in the report of Income Tax Department in respect of the scheme. 12. The Regional Director has filed its representation dated 31.03.2021 in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany in compliance of the aforesaid provisions There will be no requirement to take approval from Reserve Bank of India since both the companies fails under the 100% Automatic route The Transferee company will comply with all applicable provisions of Foreign Exchange Management Act, 1999 at the time of issue of equity shares to non-resident person: In view of the observations given by Registrar of Companies, Delhi and the reply given by the Petitioner Companies as stated above, the matter may be clarified from the Reserve Bank. of India (RBI) regarding automated route of allotment of shares by the Transferee Company to the foreign body corporates in lieu of purchase consideration as arisen from the approval of the Scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ee Company, shall automatically stand amended/altered without any further act, instrument or deed on the part of Transferee Company, to include the Main Object of the Transferor Company as contained in Clause 4.2 of this Scheme and the Memorandum of Association (relating to the Main Object) shall, without any further act, instrument or deed, be and stand altered, modified and amended, and consent of the shareholders to the Scheme shall be deemed to the be sufficient for the purposes of effecting this amendment. It is to submit that the change of the main object clause as found place in the Scheme related to amendment of Memorandum of Association of the Transferee Company which is in the domain of ROC by complying the provisions of Sect ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... companies to the proposed Scheme, and the affidavit filed by the Ld. Regional Director, Northern Region, Ministry of Corporate Affairs, the report of Department of Income Tax and the Official Liquidator there appears to be no impediment in sanctioning the present Scheme. Consequently, sanction is hereby accorded to the Scheme under Section 230 to 232 of the Companies Act, 2013. The Petitioners shall however remain bound to comply with the statutory requirements in accordance with law. 16. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this court to the scheme will not come in the way of action being taken, albeit, in accordance w ..... X X X X Extracts X X X X X X X X Extracts X X X X
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