TMI Blog2020 (10) TMI 695X X X X Extracts X X X X X X X X Extracts X X X X ..... ted:- 23-4-2020 - Rajasekhar V.K., Member (J) And V. Nallasenapathy, Member (T) For the Appellant/Respondent: Sonam Mhatre i/b Dhaval Vussonji Associates, Advocates and Rupa Sutar, Deputy Director ORDER V. NALLASENAPATHY, MEMBER (T) 1. The Court convened through videoconferencing today (23.04.2020). 2. Heard the learned counsel for the petitioners and the 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 230-232 of the Companies Act 2013, to the Scheme of Amalgamation ('the Scheme') of Deejay Mining Exports Private Limited ('Transferor Company')with ASI Industries Limited ('Transferee Company')and their respective shareholders and creditors. 4. The Petitioner Companies have approved the Scheme by passing Board Resolutions dated 16th June 2018 which are annexed to the present Company Petitions (Exhibit 'C') and thereafter have approached the Tribunal for sanction of the Scheme. 5 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ilisation of various resources and infrastructure with reduction in overheads, administrative costs, managerial and other expenditure, provide holistic services, appropriate channelisation of synergies, direct operational efficiencies, increased asset base and consolidation of revenue and profitability. (b) Further, the amalgamation will contribute in furthering and fulfilling the objectives and the business strategies of these companies thereby accelerating growth, expansion and development of the business. The amalgamation will also provide the Transferee Company a strong and focussed base to undertake the business more advantageously and thereby enabling the increase in its profitability and net worth for its shareholders. (c) The amalgamation will also create a focuses entity which will capitalise the strategic investment opportunities and provide a concentrated management focus for development of the business of these companies. The amalgamation would result in improved value for the shareholders of these companies. (d) The scheme envisages transfer of entire undertaking of the Transferor Company as a going concern to the Transferee Company and is in the interest of i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... kindly direct the petitioners to file an affidavit to the extent that the Scheme enclosed to company petition, are one and same and there is no discrepancy/any change/changes are made, for changes if any, liberty be given to Central government to file further report if any required; (d) Petitioner Company have to undertake to comply with section 232(3) (i) of Companies Act, 2013, where 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 (e) 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). (f) As per part-Ill, Clause - 17(17.1 to 17.6 of the Schem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ctor as stated in paragraph IV(b) of his Affidavit is concerned, the Petitioner Companies undertake that the Appointed date of the Scheme shall be 1st April 2018 and in terms of the pro visions of section 232(6) of the Companies Act 2013, the scheme will be given effect from 1st April, 2018 accordingly. The Petitioner Companies further clarifies that though the Scheme shall take effect from the Appointed Date but shall be operative from the Effective Date when the last of the approvals of the scheme has been obtained and a certified copy of the order passed by the NCL T sanctioning the Scheme, is filed by the Transferor Company (Deejay Mining and Exports Private Limited) and Transferee Company (AS/Industries Limited) respectively with the Registrar of Companies, Maharashtra, Mumbai in terms of section 232 (5) of the Companies Act, 2013. However, the scheme shall take effect only from the Appointed Date i. e., 1st April 2018, which is in compliance with the provision of section 232(6) of the Companies Act, 2013. The Petitioner Companies further confirms and undertakes that the scheme shall only be effective with effect from 1st April, 2018 being the Appointed Date and not from an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cision of such Authorities is binding in the Petitioner Companies. (f) So far as the objection of the Regional Director as stated in paragraph IV(f) of his Affidavit is concerned, the Petitioner Companies states that clause 17 (17.1 to 17.6 of the Scheme) (Authorised Share Capital) relates to transfer and clubbing of authorised share capital of the Transferor Company with the authorised share capital of the Transferee Company. The Petitioner Companies have already given undertaking in para 7 of this affidavit that the Petitioner Companies shall comply with the provisions of section 232(3)(i) of the Companies Act, 2013. The Petitioner Companies further confirm that clause (17.1 to 17.6 of the Scheme) (Authorised Share Capital) will not attract the provisions of section 13 and 14 of the Companies Act, 2013 r/w relevant rules of the Company (Incorporation) Rules, 2014. (g) So far as the objection of the Regional Director as stated in paragraph IV(g) of his Affidavit is concerned, the Petitioner Companies submits that as stated in Paragraph 36 to the Petition filed by the Transferee Company, BSE Limited has already granted No Objection Letter dated 22nd November, 2018 to the sche ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... per manner and that the Transferor Company may be ordered to be dissolved. 15. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. 16. The Appointed Date of the Scheme is fixed as 1st April 2018. 17. The Transferor Company shall be dissolved without winding-up. 18. The prayers made in the above Company Petition are made absolute. 19. The Petitioner Companies are directed to lodge a certified copy of this Order and the 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. 20. The Petitioner Companies are directed to lodge a certified copy of this Order along with a copy of the Scheme with the concerned Registrar of Companies, electronically in Form INC-28 within 30 days from the date of issue of the order by the Registry, duly certified by the Deputy/Assistant Registrar of this Tribunal. 21. All concerned regulatory authorities to act on a copy of this Order duly certified by the Deputy/Assistant Registrar of this Tribunal, ..... X X X X Extracts X X X X X X X X Extracts X X X X
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