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TMI Blog2020 (9) TMI 1118X X X X Extracts X X X X X X X X Extracts X X X X ..... pa Sutar, Deputy Director, Office of the Regional Director, (WR), MCA, Mumbai. 2. The sanction of this Tribunal is sought under Sections 230 to 232 of the Companies Act, 2013 to the Scheme of Amalgamation of Supreme Tradelinks Private Limited with Marks and Spencer Reliance India Private Limited. 3. Supreme Tradelinks Private Limited (Transferor Company) and Marks and Spencer Reliance India Private Limited (Transferee Company) have approved the said Scheme unanimously at their respective Board meetings by passing Board Resolutions dated 9th April 2019 and 10th April 2019, respectively and thereafter, they have approached the Hon'ble Tribunal for sanction of the Scheme. 4. The main object of the Transferor Company is to deal in all ki ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... into 11,00,000 Equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the Transferor Company is Rs. 1,06,35,450/- divided into 10,63,545 Equity shares of Rs. 10/- each fully paid-up. 7. The authorized share capital of the Transferee Company is (i) Rs. 140,00,00,000/- divided into (i) 17,000,000 Equity Shares (Class A) of Rs. 10/- each; (ii) 57,830,000 Equity Shares (Class B) of Rs. 10/-each; and (iii) 130,340,000 Equity Shares (Class C) of Rs. 5/- each. The issued, subscribed and paid-up share capital of the Transferee Company is Rs. 113,67,55,000/- divided into (i) 16,617,800 Equity Shares (Class A) of Rs. 10/- each fully paid-up; (ii) 49,499,427 Equity Shares (Class B) of Rs. 10/-each fully paid-up; and (iii ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Transferor Company. 10. Learned Counsel for the Petitioner Companies further states that the Petitioner Companies have complied with all the directions passed by this Tribunal in the Company Scheme Application Nos. 2522 and 2523 of 2019 and the Company Scheme Petition Nos. 4003 and 3946 of 2019 filed in this Tribunal are in consonance with the Orders passed in the said Company Scheme Applications and Company Scheme Petitions. 11. Learned Counsel for the Petitioner Companies have stated that the Petitioner Companies have complied with all the requirements as per the directions of this Tribunal and the Petitioner Companies have filed necessary affidavits of compliance in this Tribunal. 12. The Official Liquidator has filed before this Tr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the transferor company is dissolved, the fee, if any, paid by the transferor company on its authorised capital shall be set-off against any fees payable by the transferee company on its authorised capital subsequent to the amalgamation and therefore, petitioners to affirm that they comply the provisions of the section. d) The Petitioners under provisions of section 230(5) of the Companies 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). e) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pointed date i.e. 1st April 2018. It is submitted that the Appointed Date is not significantly anti-dated beyond one year from the date of filing of the Scheme with the Tribunal and is a date immediately after the last audited annual accounts as available prior to the filing of the Scheme with the Tribunal. Thus, the Petitioner Companies submit that the Appointed Date and the provisions of the Scheme are in compliance with the requirements of Circular No. F. No. 7/12/2019/CL-I dated 21st August 2019; (iii) As far as the observation made in paragraph IV (c) of the Representation of the Regional Director is concerned, the Petitioner Companies state that the fees paid by the Transferor Company on its authorized share capital shall be set off ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... his Supplementary Report dated 29th January 2020 in response to the replies of the Petitioner Companies in their Affidavit in Rejoinder dated 20th January 2020, stating that the reply of the Petitioner Companies on each of the observations of the Regional Director appears to be satisfactory. The Regional Director has submitted that the Hon'ble Tribunal may pass appropriate order or orders as deemed fit in the facts and circumstances of the case. 16. From the material on record, the Scheme of Amalgamation appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. 17. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petitions are made absolut ..... X X X X Extracts X X X X X X X X Extracts X X X X
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