9911796707
TMI Blog2020 (9) TMI 708X X X X Extracts X X X X X X X X Extracts X X X X ..... espective shareholders. 3. The Transferor Company is engaged in the business of rendering engineering control services pertaining to software, configuration management, integration, and testing and documentation functions for the projects assigned by its Associated Enterprises (AEs). It also provides to its AEs such other services in the areas of but not limited to system generation, systems integration, software development, embedded technology, and installation, commissioning, and testing. The Transferee Company is engaged in the business of providing logistics services, warehousing & distribution centre logistics, distribution network design, distribution optimization simulation and asset planning, route planning, carrier selection & management, inbound & outbound management, track & trace, order management, and materials management, consolidation-picking-sorting-storage solutions, logistics software and IT products & solutions, baggage & material handling services and solutions. Further, it also carries on the business of providing operational support and process support services; maintenance services involving preventive, corrective, onsite support, maintenance management sys ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and all the 2 (Two) equity shareholders of the First Petitioner Company holding 10,000 Equity Shares, i.e., 100% equity share capital of the First Petitioner Company were present in the meeting and voted and unanimously approved the Scheme without modification. The meeting of Equity Shareholders of the Second Petitioner Company was convened and held at Unit 508, 5th Floor, Tower 2, World Trade Centre, S. No. 1, H. No. 1A-B and 2A-B, Kharadi, Pune - 411014 on Friday, 04th October 2019 at 12:00 P.M. and all the 2 (Two) Equity Shareholders of the Second Petitioner Company holding 7,500,000 Equity Shares, i.e., 100% equity share capital of the Second Petitioner Company were present in the meeting and voted and unanimously approved the Scheme without modification. 8. The Learned Counsel appearing on behalf of the Petitioner Companies further states that the Petitioner Companies have complied with all requirements as per directions of the National Company Law Tribunal, Mumbai Bench and they have filed necessary affidavits of compliance in the National Company Law Tribunal, Mumbai Bench. Moreover, the Petitioner Companies undertake to comply with all the statutory requirements if any, as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ies Act, 2013 have to serve notices to concerned authorities which are likely to be affected by Amalgamation. Further, the approval of the scheme by this Hon'ble Tribunal may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such Authorities is binding on the Petitioner Company (s). f. In view of the objection raised by the ROC Pune mentioned at para 14 above Hon'ble NCLT may pass appropriate orders/ orders as deem fit; Under these circumstances the Regional Director, prays this Hon'ble Tribunal may kindly be pleased to: a. Take this representation on record; b. Consider the observations made at Sr. No. IV (a) to (f) mentioned above; and c. Pass such other order or orders as deemed fit and proper in the facts and circumstances of the case. 10. Apropos observation made in paragraph IV (a) of the Report of Regional Director is concerned, the Petitioner Companies undertake that they will comply with all the applicable Accounting Standards. Further, in addition to compliance with the applicable Accounting Standards, the Transferee Company shall pass such Accounting entries as may be necessary in conne ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... NCLT may not deter the concerned authorities to deal with any issues arising after giving effect to the scheme and the decision of such Authorities would be binding on the Petitioner Companies. 15. Apropos observation made in paragraph IV (f) of the report of Regional Director is concerned, the Transferee Company states that the Rule 25 (2) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 provides as under: "For the purposes of clause (c) of sub-section (1) of section 233 of the Act the declaration of solvency shall be filed by each of the companies involved in the scheme of merger or amalgamation in Form No. CAA.10 along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014, before convening the meeting of members and creditors for approval of the scheme." Based on the above, the Petitioner Companies state that as the proposed Scheme of Amalgamation is as per the provisions of Section 230 to 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and hence filing of declaration of solvency in Form CAA.10 under Rule 25 (2) is not applicable to the Petitioner Companies. ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
