TMI Blog2020 (10) TMI 173X X X X Extracts X X X X X X X X Extracts X X X X ..... the Petitioner Companies and Representative of the Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai. No objector has come before this Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petition. 3. The sanction of the Tribunal is sought under sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016 to the Composite Scheme of Arrangement and Amalgamation (the Scheme) between Fairchem Speciality Limited (Demerged/Transferee Company /First Petitioner) and Fairchem Organics Limited (Resulting Company/Second Petitioner) and Privi Organics India Limited (Transferor Company / Third Petitioner) and their respective Shareholders. 4. The Petitioner Companies have approved the said Composite Scheme of Arrangement and Amalgamation by passing the board resolutions at their respective meetings held on 22 May 2019 which are annexed to the Company Petition. 5. The Learned Counsel for the Petitioner Companies submits that the Company Scheme Petition is filed in consonance with the Order dated 22.01.2020 passed by this Tribunal in the connected Company Appli ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... #39;Appointed date V means the closing of business hours of 31 March 2019 or such other date as may be approved by the NCLT, or any other competent authority. Appointed date 2' means the opening of business hours of 1 April 2019 or such other date as may be approved by the NCLT, or any other competent authority. 'Effective Date' means the date which is the later of(i) the last of the dates on which all the conditions and matters referred to in Clause 28.1 to 28.4 have been fulfilled, obtained or waived, as applicable or (ii) the last of the dates on which the certified or authenticated copies of the orders of the NCLT sanctioning this Scheme is filed with the relevant Registrar of Companies. Any reference of this Scheme to the 'date of coming into effect of this Scheme' or 'effectiveness of the Scheme' or 'Scheme taking effect' shall mean the Effective Date. 'Record Date' means the date to be fixed by the Board of the Resulting Company for the purpose of determining the equity shareholders of the Demerged Company to whom equity shares of the Resulting Company shall be allotted pursuant to demerger under this Scheme. In this re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e by the Transferee Company to the State and Central Government respectively shall be accordance with law and is subject to the provisions of Section 232(3)(i) of the Companies Act, 2013; (h) As per Part-D-Clause 29(29.1 29.2) name of the Transferee Company, the name of the Transferee Company shall stand amended to Privi Speciality Chemicals Limited or such other name which is available and approved by the Registrar of Companies. In this regard it is submitted that the same is subject to compliance with the provisions of section 13, Section 14 or any other provision of the Companies Act, 2013. (i) The Hon'ble Tribunal may kindly seek the undertaking that this Scheme is approved by the requisite majority of members and creditors as per Section 230(6) of the Act in meeting duly held in terms of Section 230(1) read with subsection (3) to (5) of section 230 of the Act and Minutes thereof are duly placed before the Tribunal. 9. Apropos the observation of the Regional Director, Western Region, Mumbai, as stated in paragraph IY (a) of his report is concerned the Transferee Company undertakes that in addition compliance of AS- 14, (Ind AS -103) the Transferee Company shall ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed in paragraph 23(2) of the report of Regional Director as stated in paragraph IV(e) of his report is concerned, the Petitioners submit that the interest of the creditors, if any and all stakeholders and government revenue will be protected as well as outstanding statutory dues, if any would be paid off in the ordinary course of business by the Transferee Company Further all creditors will be paid off in the ordinary course of business. 15. Apropos observation of the Regional Director, Western Region, Mumbai, as stated in paragraph IV(f) of his report is concerned, the Petitioner Companies state that the First Petitioner Company is a listed Company and confirms that notice to all the applicable regulatory authorities under Section 230 (5) of the Companies Act, 2013 have already been served including The Securities and Exchange Board of India, Bombay Stock Exchange Limited and National Stock Exchange of India. The Petitioner Companies further undertake that all issues arising out of the Scheme from such authorities shall be answered in accordance with law. 16. Apropos the observation of the Regional Director, Western Region, Mumbai, as stated in paragraph IV (g) of his report ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t in violation of any provisions of law and is not contrary to public policy. 22. Since all the requisite statutory compliances have been fulfilled, the Company Petition CP(CAA) No. 925/MB.V/2020 is made absolute in terms of the prayers thereof. 23. The TransferorCompany be dissolved without the process of winding up. 24. The Petitioner Companies are directed to lodge a certified copy of this Order and this Scheme with the concerned Superintendent of Stamps, within 60 working days from the date of receipt of certified copy of order, for adjudication of stamp duty payable, if any, on the above. 25. The Petitioner Companies are directed to lodge a certified copy of this Order along with a copy of the Scheme of Arrangement with the concerned Registrar of Companies, electronically in Form INC-28, in addition to physical copy, within 30 days from the date of issue of the Order duly certified by the Registry, duly certified by the Deputy/Assistant Registrar of this Tribunal. 26. All concerned regulatory authorities to act on a copy of this Order duly certified by the Deputy/Assistant Registrar, of this Tribunal along with a copy of the Scheme. 27. Any person interested ..... X X X X Extracts X X X X X X X X Extracts X X X X
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