TMI Blog2020 (11) TMI 61X X X X Extracts X X X X X X X X Extracts X X X X ..... Advocate For the Regional Director (WR) : Ms Rupa Sutar, Deputy Director ORDER Per : Rajasekhar V.K., Member (Judicial) 1. The court convened through videoconferencing today. 2. Heard the Learned Counsel for the Petitioner Companies. No objector has come before this Tribunal to oppose the Petitions nor has any party controverted any averments made in the Petitions. 3. The sanction of this Tribunal is sought under sections 230 to 232 of the Companies Act, 2013, and other applicable provisions of Companies Act, 2013, to a Scheme of Amalgamation of Blue Point Leasings Limited(Petitioner Company No.1/Transferor Company No.1), Gold Rock Metals Limited(Petitioner Company No.2/Transferor Company No.2), Sugata Investments Limited(Petitioner Company No.3/Transferor Company No.3), Gold Rock World Trade Limited(Petitioner Company No.4/Transferor Company No.4), Gold Rock Agro-Tech Limited(Petitioner Company No.5/Transferor Company No.5), Picanova Investments PrivateLimited(Petitioner Company No.6/Transferor Company No.6), and Tridhar Finance and Trading Limited(Petitioner Company No.7/Transferor Company No.7) with Gold Rock Investments Limited (Petitioner Company No.8/T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r Parent/Holding Company. (b) The proposed Scheme of Amalgamation would result in business synergy, pooling of physical, financial and human resource of these Companies for the most beneficial utilisation of these factors in the combined entity. (c) Post Scheme, the Transferee Company will enjoy better financial and physical resources. The Scheme of Amalgamation will provide financial stability to the listed Transferee Company which will be beneficial to the public shareholders. (d) The proposed Scheme of Amalgamation will result in usual economies of a centralised and a large company including elimination of duplicate work, reduction in overheads, better and more productive utilisation of financial, human and other resource and enhancement of overall business efficiency. The proposed Scheme will enable these Companies to combine their managerial and operating strength, to build a wider capital and financial base and to promote and secure overall growth. (e) The proposed amalgamation would enhance the shareholders value of the Transferor and the Transferee Companies. (f) The proposed Scheme of Amalgamation will have beneficial impact on the Transferor and the Transf ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... m that they comply the provisions of the section. (d) The Hon ble NCLT may kindly direct to the Petitioners to file an Affidavit to the extent that the Scheme enclosed to the Company Application and the scheme enclosed to the Company Petition are one same and there is no discrepancy/any change/changes are made, for changes if any, liberty begiven to Central Government to file further report if any required. (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 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) 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 the meetings duly held in terms of Section 230(1) read with sun-section (3) to (5) of Section 230 of the Act and the minutes thereof are duly placed before the Tribunal. (g) Gold Rock ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cable. The Petitioner Companies confirms that the Scheme will take effect from the Appointed Date as per Section 232(6) of the Companies Act, 2013. (c) As far as the observations made in paragraph IV (c) of the Report of the Regional Director is concerned, the Petitioner Companies confirm and undertake that the Transferee Company will comply with the provisions of section 232(3)(i) of the Companies Act, 2013, and other applicable provisions, if any, with regard to the payment of balance fee on increase of authorised capital subsequent to the sanction of the Scheme of Amalgamation. (d) As far as the observations made in paragraph IV (d) of the Report of the Regional Director is concerned, the Petitioner Companies confirm that the Scheme enclosed with the Company Application and the instant Company Petition are one and the same and that there is no discrepancy or deviation whatsoever. (e) As far as the observations made in paragraph IV (e) of the Report of the Regional Director is concerned, the Petitioner Companies submit that the Petitioner Companies have served notices to the authorities which are likely to be affected by the Compromise or Amalgamation in accordance ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferee Company undertakes to file a copy of the Order passed by this Tribunal sanctioning the Scheme with the office of the Reserve Bank of India within 30 days from the date of the Order. (i) As far as the observations made in paragraph IV (i) of the Report of the Regional Director is concerned, the Learned Counsel submits that pursuant to Clause 2.c of the Scheme, all the liabilities of the Transferor Companies will be transferred to the Transferee Company from the Appointed Date and the Transferee Company is bound by the terms and conditions agreed to by the Transferor Companies with their respective Creditors and the same will be paid by theTransferee Company as and when debt is due. Hence, in view of the above, the interest of the creditors will not be affected and in addition to the clauses mentioned in the Scheme, the Petitioner Companies undertakes that the interest of the Creditors will be protected. 12. The observations made by the Regional Director have been explained by the Petitioners in Paras 11(a) to 11(i) above. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 2013 and ..... X X X X Extracts X X X X X X X X Extracts X X X X
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