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TMI Blog2022 (6) TMI 1457X X X X Extracts X X X X X X X X Extracts X X X X ..... any other objections having been placed on record before this Tribunal and since all the requisite statutory compliances having been fulfilled, this Tribunal sanctions the Scheme of Arrangement appended as Annexure D with the Company Petition as well as the prayer made therein. The Company Petition stands allowed. - S. RAMATHILAGAM, J. MEMBER (J) AND ANIL KUMAR B., MEMBER (T) For the Appellant : I.B. Harikrishna, PCS For the Respondent : None ORDER S. RAMATHILAGAM, J. MEMBER (J) 1. M/s. NIRJALA TELEHOLDINGS LIMITED (for brevity The First Transferor Company), M/s. VAJRESH CONSULTANTS LIMITED (for brevity The Second Transferor Company) and M/s. IMPERIAL CONSULTANTS AND SECURITIES LIMITED (for brevity The Tra ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... this Bench. The applicant companies have NIL Secured Creditors hence the conduct of meeting does not arise. Subsequently the second motion petition was electronically filed before this Tribunal by the petitioner companies on 25.012022 and physical documents submitted on 15.02.2022 for sanction of the Scheme of Amalgamation by this Tribunal. 3. RATIONALE OF THE SCHEME 3.1. The Rationale and benefits of the Scheme as submitted by the Learned Authorized Representative for the Petitioner Companies would inter alia result in the following benefit; (i) The Transferor Companies and Transferee Company are under the same management being into Holding Subsidiary relationship, the amalgamation of the Transferor Companies with the Transfe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cation as directed by the Tribunal in one issue Business Standard , English (All India edition) and Makkal Kural Tamil (Tamil Nadu edition) On 25.03.2022. It is also seen that notices have been also served to (i) The Regional Director, Southern Region, Chennai on 29.03.2022, (ii) Registrar of Companies, Chennai on 29.03.2022, (iii) Income Tax Department on 29.03.2022, (iv) Official Liquidator on 29.03.2022, and the proof of the same by way of affidavits has been enclosed with the typed set filed along with the Petitions. Pursuant to the service of notice of the petition the following statutory authorities have responded as follows; 6. STATUTORY AUTHORITIES 6.1. REGIONAL DIRECTOR : 6.1.1. The Regional Director, (hereinaf ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 39;OL') to whom the notice was issued has filed the Report before this Tribunal on 31.05.2022 has stated that they have appointed M/s. Karpagam Krishnan Natarajan, Chartered Accountants from the panel maintained by their office to verify into the affairs of the Transferor Companies, wherein based on the report of the independent auditor (appointed by the office OL) had concluded that the affairs of the Petitioner Company have not been conducted in a manner prejudicial to the interest of its members or creditors or to the public. Further based on the prayer of the Official Liquidator in said report, the remuneration for the independent auditor is fixed as Rs. 50,000/- (Rupees Fifty Thousand Only) for each transferor company, and the sa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Rs. 10/- each held in Second Transferor Company. 8. ACCOUNTING TREATMENT 8.1. The Learned Authorized Representative for the Petitioner Companies has stated that the Statutory Auditors of the Petitioner Companies have examined the Scheme and has certified that the Petitioner Companies have complied with proviso to Section 230(7)/Section 232(3) and the Accounting Treatment contained in the proposed Scheme of Arrangement is in compliance with the Applicable Indian Accounting Standards. The Certificates issued by the Statutory Auditors certifying the Accounting Treatment of the Petitioner Companies are placed as 'Annexure - F' to the typed set filed along with the Petition. 9. OBSERVATIONS OF THIS TRIBUNAL 9.1. Afte ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... taxes or any other charges, if any, payment is due or required in accordance with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law. 10. THIS TRIBUNAL DO FURTHER ORDER : i. That all properties, right and interest of the Transferor Companies shall, pursuant to section 232(3) of the Companies Act 2013 without further act or deed be transferred to and vest in or be deemed to have been transferred and vested in the Transferee Company. ii. That all the liabilities, powers, engagements, obligations and duties of the Transferor Companies shall pursuant to Section 232(3) of the Companies Act, 2013 without further act or deed be transferred to the Transferee Company ..... X X X X Extracts X X X X X X X X Extracts X X X X
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