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TMI Blog2022 (4) TMI 785X X X X Extracts X X X X X X X X Extracts X X X X ..... nd creditors with effect from the appointed date. This petition is maintainable in terms of Rule 3(2) of the Rules. 2. The Petitioner Company filed First Motion Application bearing C.A. (CAA) No. 51/BB/2020 before this Tribunal, seeking for the dispensation of meeting of the Equity Shareholders, Secured and Unsecured Creditors of the Petitioner Company. Based on such Application, necessary directions were issued on 16.12.2020 in which the convening and holding of the meeting of the Equity Shareholders of the Petitioner Company was dispensed with. Since, there were no Secured and Unsecured Creditors in the Petitioner Company, there was nothing to convene their meeting. List No of Equity Shareholders Consent by Equity Shareholders Transferor Company No. 3 Meeting of equity share holders 2 100% Consent by way of affidavit Dispensed Further, the Petitioner Company was also directed to issue paper notification one in English Language "The Hindu" and one in vernacular language "Udayavani" about the dispensation of the meeting within a period of ten days from the date of receipt of the order. Pursuant to the same, the notice was carried out in 'Indian Express' and &# ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ooks of the Company. 7. The true copy of the audited financial statements as on 31.03.2020 of Petitioner Company is attached as Annexure-B respectively to the Petition. 8. The Board Resolution approving the Scheme between the Petitioner Company, Transferor Companies No. 1 & 2 and Transferee Company dated 03.03.2020 is annexed at Annexure K of the petition. 9. As per the Scheme, the "Appointed Date" means the opening of business hours on 01st April 2019, unless the First Transferor Company, Second Transferor Company and Third Transferor Company and the Transferee Company agree to any other date and approved by the National Company Law Tribunal (NCLT). The "Effective Date" means the last of the dates on which the conditions referred to in Clause 12.1 of Part C of the Scheme occurs, unless waived by the Board of Directors of the Transferee Company. 10. On 14.03.2022, we have heard the learned Counsel for Petitioner Company, Counsel for the ROC and RD and OL. 11. In pursuant to the notice, the Regional Director (RD) has filed its report along with ROC vide Diary No. 511 dated 09.02.2022, by inter alia observing as under; vide Para 2: a. The Transferee Company is a subsidiary of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on 232(3)(i) of the Companies Act, 2013. In this regard, the Transferee Company shall furnish an undertaking to pay the differential fee after setting of the fee already paid by the Transferor Companies. 12. Subsequently, reply affidavit to the common report of RD and ROC have been filed by the petitioner company vide diary No. 720 dated 28.02.2022, inter alia stating as under:- a. Reply to point 2(b) of report: It is submitted that the Transferee Company shall do necessary compliance under the Foreign Exchange Management Act, 1999/RBI regulations for issue of shares to the shareholders of First and Second Transferor Companies. b. Reply to point 2(c) of report: It is submitted that appointed date is significantly antedated beyond a year from the date of filing application due to Covid 19 Outbreak and lockdowns declared by Central and Slate Governments. Pursuant to the General Circular No. 09/2019 dated on 21st August, 2019, the justification for the same is provided and its hereby confirmed that the Merger of First Transferor Company, Second Transferor Company and Third Transferor Company with Transferee Company is not against the public interest or Stakeholders. c. Reply to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Transferor Company and the affairs of the Company have not been conducted in a manner prejudicial to the interests of the Members of the Company or public interest. 14. The IT Department has also filed its report vide Diary No. 856 dated 03.03.2022 submitting that, there are outstanding dues of Rs. 10,710 for A.Ys. 2020-21 in respect of the Petitioner Company. Further there are no proceedings pending against the Petitioner Company and vide diary No. 297 dated 19.01.2022 states that the department has no objection to the amalgamation of petitioner company with the Transferee Company. 15. The reports of the RoC, RD, OL and IT are taken on record. Similarly, reply filed by the Petitioner Company to the Common report of RD and RoC are also taken on record. 16. In view of the above discussion, we conclude that the objections/observations to the Scheme received from RD, ROC, OL and IT have been adequately replied by the petitioner company and hence there is no impediment in approval of the Scheme. 17. The Scheme (Annexure-F) is approved and we hereby declare the same to be binding on all the shareholders and creditors of the Petitioner Company and on all concerned. While approvi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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