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TMI Blog2022 (1) TMI 517X X X X Extracts X X X X X X X X Extracts X X X X ..... e Limited ( Transferee Company or Petitioner No. 1 ) whereby and where under the Transferor Companies are proposed to be amalgamated with the Transferee Company from the Appointed Date, 01st April, 2020 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation ( Scheme ). 2. The Petition has now come up for final hearing. Counsel for the Applicants submits as follows:- (a) The Scheme was approved by the respective Board of Directors of the Petitioner Companies at their meetings held on 18th September, 2020 (b) The circumstances which justify and/or have necessitated the Scheme and the benefits of the same are, inter alia, as follows:- (i) Mr. Subhash Baheti and Baheti's family and the Company owned and controlled by them are part of the promoters. The Transferor Company no. 1 is a promoter of Transferee Company and Transferor company no. 2. The Transferee Company is a promoter of Transferor Company no. 1. (ii) The Transferee company is a Non-Banking Finance Company duly registered with the Reserve Bank of India and is engaged in investing and financing activities. The Transferor Companies have made deployment of surplus funds ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013. (d) No proceedings are pending under Sections 210 to 227 of the Companies Act, 2013 against the Petitioner(s). (e) The exchange ratio of shares in consideration of the Amalgamation has been fixed on a fair and reasonable basis and on the basis of the Report dated 29-08-2020 thereon of Vishal Gupta, IBBI, Registered Valuer with Registration No. IBBI/RV/05/2019/12704 (f) By an order dated 26th March, 2021 in Company Application No. C.A (CAA) No. 15/(KB)/2020, this Tribunal made the following directions with regard to meeting(s) of shareholders and creditors under Section 230(1) [read with Section 232(1) of the Act]:- (i) Meeting(s) dispensed: Equity Shareholders Meeting(s) of the Equity Shareholders of Petitioner Companies for considering the Scheme has been dispensed with in view of all shareholders of the Petitioner Companies having respectively given their consent to the Scheme by way of affidavits. (ii) Meeting(s) directed to be held: No meetings were directed (iii) No requirement of Meeting(s): Secured Creditors of the Petitioner Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as been dealt with by the Petitioner(s) by their Rejoinder affidavit dated 2nd December, 2021 ( Rejoinder ). The observations of the RD and responses of the Petitioner(s) are summarized as under:- Paragraph No. 2(a) of RD Affidavit It is submitted that on examination of the report of the Registrar of Companies, West Bengal it appears that no complaint and/or representation has been received against the proposed Scheme of Amalgamation. The petitioner companies are also up-dated in filing their Statutory Returns including Financial Statements and Annual Return. Paragraph No. 2 (a) of Rejoinder It has been stated that No adverse comments made by the Registrar of Companies, West Bengal in his report to the Regional Director. Further the Registrar of Companies, West Bengal has not received any Complaint and/or representation from any person on the proposed Scheme. Hence no comments are offered. Paragraph No. 2(b) of RD Affidavit It is submitted that the Transferee Company namely Asish Finance Private Limited is a NBFC Company registered with RBI. However, no 'NOC' from RBI in the matter is provided yet. Paragraph No. 2(b) of Rejoinder It ha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... horized Share Capital(s) of the Transferor Company (ies) with the Authorized Share Capital of the Transferee Company in post-amalgamation and shall file a detailed statement thereof with the Registrar of Companies at the time of filing of INC - 28. Paragraph No. 2(e) of RD Affidavit That the Transferee Company should be directed to pay applicable stamp duty on the transfer of the immovable properties from the Transferor Companies to it. Paragraph No. 2 (e) of Rejoinder It has been stated that the Transferee Company undertakes that it shall pay applicable stamp duty on the transfer of the immovable properties from the Transferor Companies to it. Paragraph No. 2(f) of RD Affidavit In compliance of Accounting Standard-14 or IND-AS 103, as may be applicable, the Transferee Company shall pass such accounting entries which are necessary in connection with the scheme to comply with other applicable Accounting Standards such as AS-5 or IND AS- 8 etc. Paragraph No. 2 (f) of Rejoinder It has been stated that the Transferee Company undertakes that it shall make due compliance of Accounting Standard-14 or IND-AS-103, as may be applicable to it and shall ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Companies Act 2013 have to serve notices to concerned authorities which are likely to be affected by the Amalgamation or arrangement. Further, the approval of the scheme by the Hon'ble Tribunal may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such authorities shall be binding on the Petitioner Company(s) concerned. Paragraph No. 2((i) of Rejoinder It has been stated that the Petitioner Companies have complied with the directions contained in the order passed by the Hon'ble National Company Law Tribunal, Kolkata Bench and have effected service upon all Regulatory Authorities as directed in the order passed by the said Tribunal in their order at the dispensation stage and also at the time of second motion stage and have filed affidavit of compliance. The Petitioner Companies agree that decision of any authorities post sanctioning shall be binding on Transferee Company. Paragraph No. 2(j) of RD Affidavit It is submitted that as per instructions of the Ministry of Corporate Affairs, New Delhi, a copy of the scheme was forwarded to the Income tax Department on 23/04/2021 for their v ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e. The Transferee Company do issue and allot shares to the shareholders of Citizen Tracom Private Limited and Kalptaru commodity Private Limited as envisaged in the said Scheme of Amalgamation and for that, if necessary, to increase the authorized share capital; f. The schedule of assets in respect of Citizen Tracom Private limited and Kalptaru Commodity Private Limited be filed within a period of 60 days from the date of the order to be made herein; g. The Transferor Companies Namely Citizen Tracom Private Limited and Kalptaru Commodity Private Limited shall stand dissolved from the effective date; h. Asish Finance Private Limited, Citizen Tracom Private Limited and Kalptaru Commodity Private Limited shall within 30 days after the date of obtaining the Certified Copy of the order to be made herein cause certified copies of this order to be delivered to the Registrar of Companies, West Bengal for registration respectively; i. Any person interested be at liberty to apply to this Tribunal in the above matter for any direction that may be necessary; 7. The Petitioner(s) shall supply legible print out of the scheme and schedule of assets in acceptable form to ..... X X X X Extracts X X X X X X X X Extracts X X X X
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