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TMI Blog2022 (1) TMI 267X X X X Extracts X X X X X X X X Extracts X X X X ..... First Motion Application vide CA/807/CAA/2020 sought directions for dispensation of the meeting of the Equity Shareholders, Secured Creditor and Unsecured Creditor. The Transferee Company had filed the First Motion Application vide CA/858/CAA/2020 sought directions for, the dispensation of the meeting of Secured Creditors and convening, holding and conducting the meeting of the Equity Shareholders and the Unsecured Creditors. Based on such applications moved under Sections 230-232 of the Companies Act, 2013; directions were issued by this Tribunal, vide common order dated 10.06.2021, wherein the meetings of the Equity Shareholders, Secured Creditor and Unsecured Creditors of the Transferor Company were dispensed with and the meeting of the Secured Creditor of the Transferee Company was dispensed with and necessary directions were given to conduct the meeting of the Equity Shareholders and Unsecured Creditors of the Transferee Company. Subsequently, the second motion petition was filed by the petitioner companies on 23.07.2021 for sanction of the Scheme of Amalgamation by this Tribunal. 4. Rationale of the Scheme The Rationale and benefits of the Scheme as submitted by the Learned ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 08.10.2021, (iii) Income Tax Department on 08.10.2021, (iv) Official Liquidator on 08.10.2021 and the proof of the same by way of affidavits has been enclosed in the affidavit of service filed by the Petitioners. Further, the Petitioner Companies have also given undertaking that the Scheme of Amalgamation proposed to be entered into between the Transferor Company and the Transferee Company does not fall under the required threshold limit as prescribed under Section 5 and 6 of the Competition Act, 2002. Pursuant to the service of notice of the petition, the following statutory authorities have responded as follows; 7. Statutory Authorities 7.1. Regional Director The Regional Director, (hereinafter referred to as 'RD') Chennai to whom the notice was issued in the first motion itself, has filed his Report on 01.10.2021 before this Tribunal and has stated that in Clause 1.3 of part I of the Scheme, there are two appointed dates viz. Appointment Date 1 and Appointment Date 2. Appointment Date 1 means 01.04.2020 for amalgamation of Companies and Appointment Date 2 means the Effective Date or such other date as may be determined by the Board of Directors of the Transferee Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany or any of its Directors/Officers and no prosecution has been launched under any of the sections of the Companies Act against the Transferor Company or any of its Directors. d) The Transferor Company has not accepted deposits from the public. Hence the question of commenting on the compliance of the directions of the Reserve Bank of India relating to deposits does not arise. e) The Transferor Company is regular in filing its income tax returns. f) With regard to the declaration of dividends, the Transferor Company has not declared dividends. g) The Transferor Company has taken a loan from the Tablets (India) Limited. 7.4. From the above observations made by the Chartered Accountant, 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 the affairs of Transferor Company. In this regard, this Tribunal hereby directs the Transferor Company to pay a sum of Rs. 50,000/- (Rupees Fifty Thousand Only) to the Official Liquidator for the payment of the professional fees to the Auditor who has investigated into the affairs of the Transferor Comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ons having been placed on record before this Tribunal and since all the requisite statutory compliances having been fulfilled, this Tribunal sanctions the Scheme of Arrangement commonly appended as Annexure "5" with the Company Petitions as well as the prayers made therein. 10.2. The Learned Authorized Representative for the Petitioner companies submitted that no investigation proceedings are pending against the Transferor or Transferee Companies under the provisions of the Companies Act, 1956 or the Companies Act, 2013 and no proceedings against the petitioner companies for oppression or mismanagement have been filed before this Tribunal or erstwhile Company Law Board. 10.3. Notwithstanding the above, if there is any deficiency found or, the 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 the law, against the concerned persons, directors and officials of the petitioners. 10.4. 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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