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TMI Blog2022 (11) TMI 1467X X X X Extracts X X X X X X X X Extracts X X X X ..... ppellant : H. Karthik Seshadri, Elizabeth Seshadri, A. Saranya and P. Rajaji, Advocates For the Respondents : Raj Sing, Regional Director, S. Muthusamy and B. Kavitha, Advocates ORDER SAMEER KAKAR, MEMBER (T) 1. This is an application filed by the IDFC LIMITED (hereinafter referred to as Transferee Company ), against the Regional Director, Southern Region (Chennai) under section 233(6) of the Companies Act, 2013, seeking to approve the Scheme of amalgamation (hereinafter referred to as Scheme ) by and between IDFC Alternatives Limited (Transferor Company-1), IDFC Trustee Company of Company Limited (Transferor Company-2), IDFC Projects Limited (Transferor Company-3) into IDFC Limited (Transferee Company) placed at Annexure 1, page 32-60 of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he procedures complied by the Transferee Company after approval of the Scheme by the members of the Transferee Company has not received any objection from the Respondent or RoC or the Official Liquidator. Thereafter, the Respondent took the view that the Scheme could not be approved under Section 233(3) of the Companies Act, 2013 since the members of the Petitioner Company holding paid-up capital of 90% have not voted in favour of the Scheme as per Section 233(1)(b) of the Companies Act, 2013. 6. It was argued by the Ld. Counsel for the applicant that in Section 233(1)(b); Section 233(1): . (b) the objections and suggestions received are considered by the companies in their respective general meetings and the scheme is approved by the respe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... omise or arrangement may be sanctioned by the Hon'ble Tribunal by an order and the same shall be binding on the creditors, or class of creditors or members or class of members. 4. The Regional Director/Respondent has no objection if the scheme is approved by this Hon'ble Tribunal under section 230(6) of the Companies Act, 2013 and prays for passing suitable orders as deemed fit and proper in the circumstances the case. 8. On perusal of the documents, it is seen that the Transferor Companies and the Transferee Company have Nil Secured and Unsecured Creditors certificate from Chartered Accountant to that effect is placed on page Nos. 893-916 of the typed set filed along with this application. As such no meeting of Secured and Unsecure ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tructure. The Scheme of Amalgamation achieves all these objectives in the most efficient manner without prejudicing the interest of any stakeholders. 13. It is also noted that the Statutory Authorities, RoC, has expressed its no objection to the Scheme vide letter dated 01.02.2022 which is placed at pages 1562-1565, Similarly, the Official Liquidator's letter dated 24.03.2022 expressing no objection to the Scheme is placed at page 1566-1568. 14. The Learned Counsel for the Petitioner Companies has stated that the Statutory Auditors of the Petitioner Companies have examined the Scheme and have certified that the Accounting Treatment contained in the proposed Scheme of Arrangement complies with the Applicable Indian Accounting Standards. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Companies Act, 2013 and no proceedings against the petitioner companies for oppression or mismanagement have been filed before this Tribunal or erstwhile Company Law Board. 15.5. Notwithstanding the above, if there is any deficiency found or, the violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal will not come in the way of action being taken, albeit, in accordance with the law, against the concerned persons, directors and officials of the petitioners. 15.6. While approving the Scheme as above, it is clarified that this order should not be construed as an order in any way granting exemption from payment of stamp duty, taxes or any other charges, if any, payment is due or required ..... X X X X Extracts X X X X X X X X Extracts X X X X
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