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TMI Blog2018 (8) TMI 2113X X X X Extracts X X X X X X X X Extracts X X X X ..... Singh, Member (Judicial) 1. This is a Petition filed jointly by the Petitioner Companies, namely (1) Honda Motor India Private Limited, i.e. the Petitioner Company No. 1/ Transferor Company and (2) Honda Cars India Limited, i.e. the Petitioner Company No. 2/ Transferee Company for sanctioning the Scheme of Amalgamation. 2. The object of this petition is to obtain sanction of this Tribunal to a Scheme of Amalgamation to be made between the Transferee Company, Honda Cars India Limited and the Transferor Company, Honda Motor India Private Limited and their respective shareholders and creditors whereby and whereunder the entire undertaking of the Transferor Company as a going concern together with all its assets and liabilities will stand transferred to and vested in the Transferee Company with effect from the Appointed Date, i.e. April 01, 2018 in terms of the Scheme of Amalgamation, duly approved by the Shareholders and Creditors of the Transferor and Transferee Company. The Board of Directors of the Petitioner Companies vide separate Board Resolutions dated 18-12-2017 have passed the resolutions and approved the Scheme of Amalgamation. 3. It is further stated that the ac ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e number of creditors of the Petitioner Companies for approval of the Scheme of Amalgamation without any objection. There are no secured creditors of the Transferor Company. 10. Pursuant to the directions given by this Tribunal vide its Order dated 16-03-2018, notices were also served by the Petitioner Companies on Statutory Authorities, namely, the Central Government, through the Regional Director, Northern Region, Registrar of Companies, Uttar Pradesh and the Income-tax Department, the Office of Official Liquidator having jurisdiction over the Transferor Company and the Competition Commission of India, and the Petitioner Companies have filed an affidavit of compliance, a copy of which has been annexed and marked as Annexure P-14 to the Petition. 11. That the Petition states that the Petitioner Companies in due compliance of the directions passed by the Tribunal in the Order, served a copy of the notice to the Competition Commission of India ( CCI ) along with a representation submitting in detail, the reasons that the proposed amalgamation of HMI with HCIL was not required to be notified to the CCI. 12. The Petitioner Companies in the said representation dated 06- 04-201 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... w, therefore, the proposed amalgamation is not required to be notified to the CCI. The copy of the representation dated 06-04-2018 is annexed and marked as Annexure D to the affidavit dated 29-06-2018 of the Transferor Company and as Annexure B to the affidavit dated 29-06-2018 of the Transferee Company. 15. That CCI replied to the Petitioner Companies representation vide letter dated April 06, 2018 (addressed to the Registrar of this Tribunal) and submitted that the Petitioner Companies have undertaken a self-assessment of the notifiability of the proposed amalgamation under the Scheme and have arrived at the conclusion that the same is exempt from being notified to the CCI. In this regard, the CCI has requested this Tribunal that before passing an appropriate order, the Tribunal may seek an undertaking from the Petitioner Companies that no approval is required to be taken from CCI for the proposed amalgamation/ Scheme. 16. That the Transferor Company in paragraph 14 and the Transferee Company in paragraph 11 of the affidavits dated 29-06- 2018 have stated and given an undertaking that no approval is required to be taken from CCI for the proposed amalgamation/ Scheme. 17. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... arifying the submissions made by the Regional Director. In the affidavits dated 21-07-2018 the Petitioner Companies have stated that no adverse observations have been made by the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi. 21. That the Office of the Deputy Commissioner, Income Tax, Circle -1, Noida vide representations dated 01-05-2018 (Transferee Company) and 10-05-2018 (Transferor Company), has also given its No Objection to the Scheme. 22. The Official Liquidator (UP) filed its report, wherein it is stated that it has no objection to the dissolution of the Transferor Company without winding up under provisions of Section 230-232 of the Companies Act, 2013 and other applicable sections and rules there under. 23. After such due compliance, the Petitioner Companies have made the instant petition on 01-05-2018 bearing No. C.P. No. 189/ ALD/ 2018 before this Tribunal among other things, seeking final sanction to the proposed Scheme of Amalgamation. 24. The Advocate for the Petitioner Companies has further filed an affidavit dated 03-07-2018, wherein it has been stated that no notice of intention to oppose the aforesaid Company Petition ..... X X X X Extracts X X X X X X X X Extracts X X X X
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