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TMI Blog2022 (5) TMI 1168X X X X Extracts X X X X X X X X Extracts X X X X ..... itors (hereinafter referred to as the Scheme ). The said Scheme will have to be effective from the date of appointment as set out in the Scheme, subject to approval from NCLT, Kolkata Bench in respect of Transferor Company. 2. It is stated that the Petitioner/Transferee Company is situated in the State of Madhya Pradesh, hence, Transferee Company is under the jurisdiction of the National Company Law Tribunal Bench at Indore. Transferee Company is a listed Public Limited Company incorporated under the Companies Act, 1956. The registered office of the Company is situated at 48, Vandana Vihar, Narmada Road, Gorakhpur, Jabalpur-482001, Madhya Pradesh. 3. The Petitioner Company is engaged in the business of metal fabrication comprising of load bodies for commercial vehicles and rail freight wagons and manufacturing, maintenance and repair of commercial vehicles and railway wagons. 4. The Authorized share capital of the Applicant Company is Rs. 470,05,00,000/- divided into: i. 38,20,50,000 equity shares of Rs. 10/- each aggregating Rs. 382,05,00,000/- ii. 88,00,000 preference shares of Rs. 100/- each aggregating Rs. 88,00,00,000/-. The issued, subscribed and paid u ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gains and logistic advantages and operational efficiencies through optimal utilization of resources, as a consequence of pooling of financial, managerial and technical resources, personnel, capabilities, skills, expertise and technologies of the Companies; iii) Proposed scheme is expected to result in better alignment, coordination and streamlining of day-to-day operations, leading to improvement in overall working culture and environment; iv) It will result into utilizing the financial strength of the Amalgamating Company to turnaround the Amalgamated Company and embark on a growth phase by modernizing the plants to meet the current industry demand and enter into newer product development and consolidation of market segments; v) The scheme will result to greater efficiency in cash management and unfettered access to cash flow generated by the combined businesses which can be deployed more efficiently to fund growth opportunities to improve stakeholders' value; vi) Beneficial results for both the Companies and in the long run, is expected to enhance value for the shareholders; vii) It will help in formation of a stronger company with a larger capital a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and directed to convene the meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors of the Transferee Company on 25.06.2021. 16. This Tribunal had further directed issuance of notices to statutory authorities, viz., (i) Central Government through the Regional Director, North-Western Region, (ii) Registrar of Companies, Gwalior, (iii) concerned Income Tax Authorities, and (v) BSE and (vi) NSE, along with a copy of the Scheme and other requisite documents and disclosures stating that representation, if any, to be made by them, be made within 30 days from the date of receipt of such notice. The petitioner companies also served the said notices and affidavit of service along with the proofs of service, same is placed on record. 17. Chairman report has filed and is same is placed on record. As per the report Equity Shareholders with 98.04%, Secured Creditors and Unsecured Creditors with 100% votes has approved the scheme. 18. The Petitioner Company has now filed this Petition [CP (CAA) No. 08 of 2021] before this Tribunal seeking sanction of the proposed Scheme of Amalgamation. 19. This Tribunal, by order dated 18.11.2021, admitted the aforesaid petition ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ional affidavit dated 06.01.2022 in response to the said representations of the Regulatory Authorities. It has been submitted in response to the observations of the Regional Director, as follows; (i) In response to paragraph C of Regional Director Report it has been submitted by the applicant company that post-merger paid up share capital is less than, CEBBCO post-merger authorized share capital and hence there is no further requirement to enhance the authorized capital of CEBBCO. It is further submitted that Section 232(3)(i) of the Companies Act, 2013 provides that where the transferor company is dissolved, the fee, if any, paid by the transferor company on its authorized capital shall be set-off against any fees payable by the transferee company on its authorized capital subsequent to the amalgamation. From the above it is submitted that the post-merger Paid Up Capital is within the limit of post-merger Authorized Capital, hence no further fees is required to be paid. However, the Applicant Company undertakes to comply with the directions of this Hon'ble Bench as it may deem fit and proper. (ii) In reply to paragraph F it is submitted by the applicant company that t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... against the public policy. It has also been stated that it will not adversely impact any Secured and Unsecured Creditors. It has also been submitted that all statutory obligations under all applicable laws shall be complied with. 24. On the basis of above facts and submissions made by the learned counsel and after considering the entire facts and circumstances of the aforesaid company petition and on perusal of the Scheme and the proceedings, it appears that the requirements of the provisions of section 230 and 232 are satisfied by the petitioner company. We are of the considered view that the proposed Scheme of Amalgamation is bona fide and in the interest of the shareholders and creditors. CP(CAA) 219 (KB) 2021 connected with CA(CAA) 52 (KB) 2021 was filed in NCLT, Kolkata Bench by the Transferor Company the same was allowed by the Tribunal vide order dated 28.04.2022. In the result, the Company Petition No. CP (CAA) No. 08 of 2021 is allowed. The Scheme envisaging amalgamation of M/s. Commercial Engineers Body Builders Co. Ltd., the Petitioner Transferee Company with M/s. Jupiter Wagons Ltd., Transferor Company is hereby sanctioned. It is declared that the said sanctioned ..... 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