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TMI Blog2022 (4) TMI 783X X X X Extracts X X X X X X X X Extracts X X X X ..... K. , Member ( J ) And Balraj Joshi , Member ( T ) For the Appellant : Gopal Kumar Khetan , PCA For the Respondents : Sanjay Sardar , Deputy Director ORDER 1. The instant petition has been filed under section 230-232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016 for sanctioning the Scheme of Amalgamation proposed between Hillman Bakers Private Limited, Lakshya Vincom Private Limited, and Raghu Vinimay Private Limited (hereinafter referred to as the Transferor Companies ) with Hillman Milk Foods Private Limited (hereinafter referred to as the Transferee Company ) whereby and whereunder the Transferor Companies is proposed to be amalgamated with the Transferee Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... urisdiction over Ward 1(1), 1(2) 7(1), by way of email on 04-01-2022; and 5. The Chief Commissioner of Income Tax-1 by by way of hand delivery on 04-01-2022. 6. The Chief Commissioner of Income Tax- 6 by way of speed post on 05-01-2022. The Petitioners have also published such advertisements in two newspapers viz. Financial Express and Aajkaal on the 25th day of December 2021. An affidavit of service in this regard has also been filed by them on 13th January 2022. 3. No proceedings are pending under Sections 210 to 227 of the Companies Act, 2013 against the Petitioner(s). 4. The circumstances which justify and necessitate the said Scheme of Amalgamation are, inter alia, as follows: a) All the Transferor Compani ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... able terms and other benefits; g) The said Scheme of Amalgamation will contribute to furthering and fulfilling the objectives of the companies concerned and, in the growth, and development of these businesses. h) The said Scheme of Amalgamation will strengthen and consolidate the position of the amalgamated company and will enable the amalgamated company to increase its profitability. i) The said Scheme of Amalgamation will enable the undertakings concerned to pool their resources and to expand their activities. j) The said Scheme of Amalgamation will enable the Companies concerned to rationalize and streamline their management, business and finances and to eliminate duplication of work to their common advantages; k ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s observation. Paragraph No. 2(a) of Rejoinder: The Petitioner, at the outset, states that Shri Shiv Chand Mishra is neither a shareholder nor a creditor of any of the Petitioner Companies. Further, he is not entitled to maintain objection in terms of the statutory provision. He is also not associated with the petitioners in any other ways, so he has no locus standi in the matter. He is doing all these things with a mala fide intention. The observations raised by him are given by way of note, which would reflect his mala fide intentions. Some of the objections do not even specify the correct provision of law. The objection only appears to be to scuttle the Schemes for whatever reasons. As per the proviso to sub-section 4 of sectio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vit 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 No. 2(d) of Rejoinder: The Petitioners state that the scheme enclosed to the Company Application and Company Petition are one and the same and that there is no discrepancy or no change is made. Para 2(e) of RD Affidavit: - The Transferor Company, in its latest balance sheet as of 31.03.2021 has stated investment in a partnership firm, Hillman Bakers of ₹ 82,40,131/- The particulars regarding names of the partners, total capital, and shares of each partner were not stated, which disclosures are required under Schedule III to the Companies Act, 2013. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Regional Director. Upon perusing the records and documents in the instant proceedings and considering the submissions, we allow the petition and make the following orders: - ORDER a) The Scheme of Amalgamation is sanctioned by this Tribunal to be binding with the appointed date fixed as 01st April 2020 and shall be binding on the Transferor Companies with the Transferee Company and their respective shareholders, Creditors and all concerned. b) All the property, rights, and powers of the Transferor Companies be transferred to and be vested from the said Appointed Date, without further act or deed, in the Transferee Company pursuant to Section 232(4) of the Companies Act, 2013 read with Companies (Compromise, Arrangement ..... X X X X Extracts X X X X X X X X Extracts X X X X
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