9911796707
TMI Blog2022 (1) TMI 978X X X X Extracts X X X X X X X X Extracts X X X X ..... ansferee Company or Petitioner No. 1 ) with Appointed Date 01st April, 2020 in the manner and on the terms and conditions stated in the 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 02nd March, 2021. (b) The circumstances which justify and/or have necessitated the Scheme and the benefits of the same are, inter alia, as follows:- i. The Transferee Company is presently engaged in real estate activities. Apart from pursuing its main object, the Transferor Company has deployed its fund in other investable instruments. The business of the Transferor Company and the Transferee Company can be combined/adjusted and carried forward conveniently with combined strength; ii. The amalgamation will enable the Transferee Company to consolidate its line of business by restructuring and re-organizing its business activities and Capital Structure; iii. The amalgamation will enable the amalgamated company to broad base their business activities under the roof of the Tr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... C.A. (CAA) No. 122/(KB)/2021, this Tribunal made the following directions with regard to meetings of shareholders and creditors under section 230(1) [read with section 232(1) of the Act]:- (i) Meetings dispensed: Equity Shareholders Meeting of Equity Shareholders of the Petitioner Companies for considering the Scheme of Amalgamation are dispensed with in view of all shareholders of Petitioner Companies having respectively given their consent to the Scheme by way of affidavits. Unsecured Creditors Meeting of Unsecured Creditors of Petitioner No. 1 for considering the Scheme of Amalgamation are dispensed with in view of consent by way of affidavits by Unsecured Creditors representing 95.08% in value of Unsecured Creditors of Petitioner No. 1. Meeting of Unsecured Creditors of Petitioner No. 2 for considering the Scheme of Amalgamation are dispensed with in view of consent by way of affidavits by Unsecured Creditors representing 99.90% in value of Unsecured Creditors of Petitioner No. 2. (ii) Meetings directed to be held: No meeting is required to be held. (iii) No requirement of Meetings: Secured Creditors of Petitioner Companies - N ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ners are summarized as under:- Paragraph 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 regarding the proposed Scheme of Amalgamation has been received against the Petitioner Companies, Further, as per available records all the petitioner companies are updated in filing their Statutory Returns. Paragraph 2(a) of the Rejoinder 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. Paragraph 2(b) of RD Affidavit Petitioner company should undertake to comply with the provisions of section 232(3)(i) of the Companies Act, 2013 through appropriate affirmation. Paragraph 2(b) of Rejoinder The Transferee Company undertakes that it shall comply with the provisions of Sec. 232(3)(i) of the Companies Act, 2013 in regard to adjustment of fees upon clubbing of Authorized Share Capitals of the Transferor Companies with the Authorized Share Capital of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ditors and Unsecured Creditors of Petitioner No. 2 representing 99.90% in value of the Unsecured Creditors have given their affidavit of consent to the Scheme all of which are annexed to the Company Application being ANNEXURE - J and ANNEXURE - K at Page No. 238 to 247. The same has been considered by the Tribunal while granting dispensation of meeting of Unsecured Creditors. Hence the Scheme has the requisite approval of the Shareholders and Creditors. Paragraph 2(f) of RD Affidavit The Tribunal may kindly direct the Petitioners to file an affidavit to the extent that the Scheme enclosed to the Company Application and Company Petition are one and same and there is no discrepancy, or no change is made. Paragraph 2(f) of Rejoinder The Deponent duly authorised by the Petitioner Companies hereby affirms that the Scheme enclosed to the Company Application and Company Petition are one and same and there is no discrepancy or no change is made. Paragraph 2(g) of RD Affidavit The Petitioners under provisions of section 230(5) of the Companies Act 2013 have to serve notices to concerned authorities which are likely to be affected by the Amalgamation or arr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e and will not come in the way of sanctioning of the Scheme. If any observation is left unsatisfied the Transferee Company will take steps to provide clarification for the same and it is also to be noted that even there exist a deficiency in the filing system even after the scheme is sanctioned, the system does not allow for filing of documents by the transferor company at a later date, the said problem can be resolved in due course of time by opening a window for the Transferee company for filing of documents of the Transferor company. Further system issue is not to be taken as hindrance as the intent of the legislature is to comply with the intent of the Companies Act and other related statute which are of paramount importance. Paragraph 2(i) 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 30/07/2021 for their views/observations/objections in the matter but the same is still awaited. Paragraph 2(i) of Rejoinder The Income Tax authorities have not made any observations on notice served by the office of the Regional Director. Further ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
