TMI Blog2020 (10) TMI 278X X X X Extracts X X X X X X X X Extracts X X X X ..... iled the present Scheme under Section 233 of the Companies Act, 2013, the Learned AR for the Petitioner Companies submitted that the wholly owned subsidiary Companies i.e. the Transferor Companies are not solvent and as such they cannot comply with Section 233(1)(c) of Companies Act, 2013 and in the said circumstances, have filed the current petition for the approval of the Scheme under Section 230 - 232 of the Companies Act, 2013. In view of absence of 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 Composite Scheme of Arrangement, annexed as Annexure E with the Company Petitions as well as the prayer made therein - 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 in accordance with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law. Petition allowed. - CP/78 to 80/CAA/2020 in CA/983 to 985/CAA/2019 - - - ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Equity Shareholders, Secured Creditor and Unsecured Creditor and the Transferee Company has sought for a direction for dispensation of the meeting of the Equity/Preference Shareholders and Unsecured Creditor and has sought for a direction for convening the meeting of the Secured Creditors and based on such application moved under Sections 230-232 of the Companies Act, 2013; directions were issued by this Tribunal vide order dated 01.10.2019. 4. Under the circumstances, the Petitioner Companies have filed these petitions for sanction of the 'Scheme' before this Tribunal and subsequent to compliance with the order of convening/dispensation of the meeting by the Petitioner Companies and the Chairman appointed by this Tribunal also filed his report in relation to Secured Creditors of the Transferee Company. It is seen from the record of proceedings of this Tribunal that directions were issued vide order dated 06.02.2020 in relation to the notice to the Statutory/Regulatory Authorities as well as for causing public notice in paper publication in Business Standard (Chennai Edition) in English and Maalai Chudar (Chennai Edition) in Tamil and pursuant to the same notices ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... anies. In the light of the above, the transferee company may be directed to comply with the above provisions of the Act by making an application with RoC, Chennai for payment of the balance fee as applicable under the provisions of the Act and rules framed thereunder. 7. Thus, the RD after examining the Scheme, except for the above observations, has decided not to make any objection to the Scheme. However, in reply to the said observation made by the RD, the Learned AR for the Petitioner Companies has filed a Reply Affidavit vide email to the Registry of this Tribunal on 11.06.2020, wherein it has been stated that the Petitioner Companies are aware of the observations raised by the RD and undertook to comply with the observations by amending the Memorandum and Articles of Association of the Transferee Company with respect to the Share Capital and further undertake to pay the fee, if any, for the enhanced authorized capital subsequent to amalgamation after setting off the fees paid by the Transferor Companies in an appropriate manner in accordance with Section 232 (3) (i) of the Companies Act, 2013 and submit the amended Memorandum and Articles of Association along with the pro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company - 5 and Transferor Company - 6, jointly to pay a sum of ₹ 50,000/-to the Official Liquidator for the payment of fees payable towards the Auditor who has investigated into the affairs of the Transferor Companies. 11. Upon a query raised by this Tribunal in relation to the filing of this Petition by the Petitioner Companies under Section 230 - 232 of the Companies Act, 2013, since the Transferor Companies are wholly owned subsidiaries of the Transferee Company and as such why they have not filed the present Scheme under Section 233 of the Companies Act, 2013, the Learned AR for the Petitioner Companies submitted that the wholly owned subsidiary Companies i.e. the Transferor Companies are not solvent and as such they cannot comply with Section 233(1)(c) of Companies Act, 2013 and in the said circumstances, have filed the current petition for the approval of the Scheme under Section 230 - 232 of the Companies Act, 2013. 12. Despite notice being served, there is no representation from the Department of Income Tax and in the circumstances, this Tribunal presumes that the above mentioned authorities do not have any objection to the sanction of the Scheme. 13. The Pe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 in accordance with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law. THIS TRIBUNAL DO FURTHER ORDER: (i) That all properties, right and interest of the Transferor Companies 5 and 6 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 as per the terms of the Scheme of Amalgamation. (ii) That all the liabilities, powers, engagements, obligations and duties of the Transferor Companies 5 and 6 shall pursuant to Section 232 (3) of the Companies Act, 2013 without further act or deed be transferred to the Transferee Company and accordingly the same become the liabilities and duties of the Transferee Company. (iii) That all proceedings now pending by or against the Transferor Companies 5 and 6 be continued by or against 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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