9911796707
TMI Blog2021 (6) TMI 489X X X X Extracts X X X X X X X X Extracts X X X X ..... Act, 2013 (hereinafter referred to as 'the Act') read with Companies (Compromise, Arrangement and Amalgamations) Rules, 2016 (hereinafter referred to as 'the rules') seeking sanctioning of Scheme of Amalgamation of Parsec Enterprises Private Limited ("The Transferor Company") with Saurashtra Cement Limited("The Transferee Company") and their respective Shareholders and Creditors('the Scheme'). 2. The Petitioner Companies had filed an application being CA (CAA) No. 76 of 2020 before this Tribunal seeking dispensation of the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Petitioner Transferor Company and Secured Creditors of the Petitioner Transferee Company and appropriate dire ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... North Western Region, the Registrar of Companies, Gujarat, the Income-tax authorities concerned and Official Liquidator. The Petitioner Companies have filed an affidavit confirming service of notice on the aforesaid authorities. 4. It is further submitted that, in compliance of the order passed by this Tribunal dated 8th December 2020, a copy of notice together with the copy of scheme and copy of the information required to be furnished pursuant to Section 102 of the Act read with Sections 230 to 232 and Rule 6 of the Companies (CAA) Rules, 2016 along with prescribed form of proxy was sent to the Equity Shareholders and Unsecured Creditors whose names appeared as on the record date/cutoff date of 18.12.2020 and Unsecured creditors appeared ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on not less than ten days before the date fixed for hearing, calling for their objections, if any, on or before the date of hearing. This Tribunal also directed to issue notice to Regional Director, Registrar of Companies, Official Liquidator and Income tax informing the date of hearing. 7. Pursuant to the aforesaid order dated 23rd March 2021, passed by this Tribunal, the Petitioner Companies filed an affidavit of service with this Tribunal submitting the proof of service of publication and also proof of issuance of notice to the Regional Director, Registrar of Companies, Official Liquidator and Income tax. 8. In response to the representation made by the Regional Director, OL and Income Tax Department, it is stated that the Petitioner C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... comply with the provisions of FEMA and RBI guidelines. 5. With reference Para 2(g) of the RD Report and observations of the Registrar of Company ('RoC') in their report wherein it is stated that as per Index of charges in the MCA Portal there are 15 open charges against 6 Secured creditors and not 4 Secured Creditors as stated by the Transferee Company. With reference to the same it is submitted as follows:- 5.1. Out of 15 open secured charges, charges pertaining to One Charge of Dena Bank, One Charge of IDBI Trusteeship Services Limited and Two Charges of Industrial Development Bank of India have been satisfied as under: a. Dena Bank (now merged with Bank of Baroda) - Rs. 115.79 crores (charge ID 10231444) on 10.3.2021. b. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... chin Ahuja & Associates in its certificate dated 09/04/2021 as stated that the Petitioner Transferee Company has fully paid the liability under charge ID 10108561 and 10029618 and also stated that the Petitioner Transferee Company is in correspondence with SREI Infrastructure Finance Limited to obtain no-due certificate to enable the Company to satisfy the charge by filling CHG-4 at Ministry of Corporate Affairs. Copy of the said certificate is attached herewith and marked as Annexure C. 5.4. Further in the Company Application the petitioner company has also stated that there are 4 secured creditors i.e. Central Bank of India, HDFC Bank, Axis Bank and BMW India Financial Services Private Limited and a Chartered Accountants certificate was ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d it shall not dispose of without prior approval of the Central Government as per Section 239 of the Companies Act. 11. With reference to clause 26 of the OL report, the Petitioner Transferor Company undertake to ensure statutory compliance of all the applicable laws and on the sanctioning of the Scheme, it shall not absolve from any statutory liability, in any manner. 12. With reference to clause 27 of the OL report, it is submitted that the Petitioner Transferor Company shall pay related office expenses of the office of the Official Liquidator as may be considered appropriate by the Hon'ble Tribunal. 13. With reference to clause 28 and 29 of the OL report, the Petitioner Companies undertake to file certified copy of the order sa ..... X X X X Extracts X X X X X X X X Extracts X X X X
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