9911796707
TMI Blog2022 (4) TMI 311X X X X Extracts X X X X X X X X Extracts X X X X ..... feree Company ) under Sections 230 and 232 of the Companies Act, 2013 (for short to be referred hereinafter as the 'Act') and in terms of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2015 (for brevity, 'Rules') by inter alia seeking for the sanction of Scheme of Amalgamation (for brevity 'Scheme') between the Transferor Company and the Transferee Company. The joint petition is maintainable in terms of Rule 3(2) of the Rules. 2. The Petitioner Companies filed First Motion Application bearing CA(CAA) No. 37/BB/2020 ( First Motion Application ) before this Tribunal seeking to dispense with the meetings of Equity Shareholders of the Applicant Company No. 1 2 and direct to convene the meetings of Secured and Unsecured Creditors of Applicant Company No. 1 2 for considering the Scheme of Amalgamation. Based on such Application moved under section 230-232 of the Companies Act, 2013 necessary directions were issued vide order dated 14.10.2020 wherein the meetings of Equity Shareholders of Applicant Company No. 1852 were dispensed with and meeting of the Secured and Unsecured Creditors of Applicant Company No. 1852 are directed to convene ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ected to publish Paper Publication in one English Newspaper The Economic Times and in one Kannada Newspaper viz., Kannada Prabha to file proof of service in the Registry well before the next date of hearing. The Petitioner is directed to file reply affidavit to the observations of aforesaid authorities, if any, well before the next date of hearing with a copy served on the respective authority. Post the case for hearing on 27.04.2021. 5. In pursuant to the aforesaid notice, the authorized signatory of the Petitioner Companies has caused paper publications dated 16.04.2021 and same has been filed vide diary No. 1418 dated 20.04.2021. Further, copies of proof of service of notice to the aforesaid statutory authorities i.e., the Registrar of Companies, Karnataka, the Regional Director, Hyderabad, the Official Liquidator, the, Secretary Competition Commission of India, Principal Commissioner of Income Tax, Joint Development Commissioner, Special Economic Zones, Reserve Bank of India, Karnataka Industrial Area Development Board is in the Affidavit for Service filed vide diary No. 1418 dated 20.04.2021. It is deposed that no objection has been received by the Petitioner Company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Scheme, fresh issue of equity shares is being issued as consideration to the shareholders of Transferor Company and it is stated that the Transferee Company shall, if necessary, suitably increase its Authorized Capital for allotment of shares to the members of the Transferor Company. In this regard the Transferee Company shall follow the provisions of the Companies Act, 2013 for such increase of Authorized Capital. c) The Transferor Company has five open Charges to the total of ₹ 51.18 Crores with RBL Bank Limited, Clix Finance India Private Limited and Hero Fincorp Limited. The Transferee Company has five open charges to the total ₹ 22.50 crores with Tata Capital Financial Services Limited and RBL Bank Limited. However, NOC has not been obtained from the Banks for approval of the merger and hence, both the Companies may be advised to furnish the same before the Hon'ble NCLT, before approval of the Scheme. d) As per Scrutinizer's report of the Transferor Company, the meeting of secured creditor was conducted on 11.12.2020. The Authorized representative of secured creditor of the company Hero Crop Limited had been physically present at the meetin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... egional Director for Fast Track Merger approval in the month of May, 2020. 14. Subsequently, reply affidavit to the RD ROC reports have been filed by petitioner companies vide diary No. 2727 dated 18.10.2021, inter alia stating as under:- (i) Regarding Observation No. 2(a) of RD report and Point No. 1 of the ROC report, it is stated that the same is a matter of record and no traversal is required. (ii) Regarding Observation No. 2(b) of RD report and Point No. 2 of the ROC report, it is stated that the Transferee Company hereby undertakes to pat differential fees/stamp duty, if any, actually payable on the fresh issue of equity shares being issued as consideration to the shareholders of Transferor Company to the Registrar of Companies/Ministry of Corporate Affairs as per the provisions of the Companies Act, 2013. (iii) Regarding Observation No. 2(c) of RD report and Point No. 3 4 of the ROC report, it is stated that Transferor Company has no dues pending with Clix Finance India Private Limited and Hero Fincorp Limited as on today's date. No due certificate from Clix Finance India Private Limited and Hero Fincorp Limited. Further, the Transferor Company does ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t is stated that the Transferee Company undertakes to discharge the outstanding undisputed statutory dues of TDS, GST AND ESI as at 29 February 2020 amounting to INR 5,68,151, INR 60,32,284 and INR 3,19,548 respectively as and when demanded by said Authorities. (viii) Regarding Observation No. 2(h) of RD report and Point No. 9 of the ROC report, it is stated that the Transferor and Transferee Company have complied with the provisions of Companies Act, 2013 and applicable rules thereof in relation to Related Party Transactions. All contracts/arrangements/transactions entered by the Transferor and Transferee Company with related parties are in the ordinary course of business and on an arm's length basis. All the Related Party Transactions are in compliance with the provisions of Section 188 of the Companies Act, 2013. (ix) Regarding Observation No. 2(i) of RD report and Point No. 10 of the ROC report, it is stated that Transferee Company hereby undertakes to file the necessary Compounding Application under section 441 of the Companies Act, 2013 in relation to non-appointment of a qualified Company Secretary till 31 July 2019, as per the requirement of Section 203 of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Transferee Company, namely Brown House Baking Private Limited. AND THIS TRIBUNAL DOES FURTHER ORDER: (i) That the Petitioner Companies do, within 30 days after the date of receipt of this Order, cause a certified copy of this Order to be delivered to the Registrar of Companies, Karnataka for registration and on such certified copy being so delivered, the Transferor Company shall be dissolved without undergoing the process of winding up. The concerned Registrar of Companies shall place all documents relating to the Transferor Company registered with him on the file relating to the said Transferee Company and the files relating to Transferor and Transferee Companies shall be consolidated accordingly, as the case may be; and (ii) That the Transferee Company shall deposit an amount of ₹ 75,000/- with the Pay 85 Accounts Office, Chennai in respect of the Regional Director, South East Region, Ministry of Corporate Affairs, Hyderabad and ₹ 25,000/- in favour of The Prime Minister's National Relief Fund, within a period of four weeks from the date of receipt of certified copy of this Order; and (iii) That any person interested shall be at liberty to ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
