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TMI Blog2020 (11) TMI 679X X X X Extracts X X X X X X X X Extracts X X X X ..... a Public Limited Company, it was incorporated on 07.12.1999, under the Companies Act, 1956, having its registered office at Block 1, Module No. 33, 3rd Floor, SIDCO Electronic Complex, Thiru-Vi-Ka Industrial Estate, Guindy, Chennai-600032 in the state of Tamilnadu. The main objects of the Transferor Company-1 is set out in clause III (a) of its Memorandum of Association (in short "MoA"). The Share Capital of the Transferor Company-1 as on 31.03.2019. The Authorised Share Capital of the Transferor Company-1 is Rs. 12,65,00,000 (Rupees Twelve Crores Sixty-Five Lakhs Only) divided into 1,26,50,000 Equity shares of Rs. 10/- each. The Issued, subscribed and paid up share capital of the Transferor Company-1 is Rs. 11,79,16,660 (Rupees Eleven Crores Seventy-Nine Lakhs Sixteen Thousand Six Hundred and Sixty Only) divided into 1,17,91,666 Equity Shares of Rs. 10/- each. 3. The Transferor Company-2 viz., M/s. A-Diet Express Hospitality Service Limited, is a Public Limited Company, it was incorporated on 18.08.2005, under the Companies Act, 1956, having its registered office at No. 67/31, II Floor, Ameerjan Sahib Street Choolaimedu, Chennai-600094 in the state of Tamilnadu. The main objects ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r Company-1. The chairman has convened the meetings on 05.02.2020 of the shareholders and Secured Creditors and unsecured creditors of the Transferor Company-1, separately and filed the results of meetings before this Tribunal on 13.02.2020. In respect of the Transferor Company-2 in CA/1441/CAA/2019 this Tribunal had ordered the convening, holding and conducting meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Transferor Company-2. The chairman has convened the meetings on 05.02.2020 of the shareholders and Secured Creditors and unsecured creditors of the Transferor Company-2, separately and filed the results of meetings before this Tribunal on 13.02.2020. In respect of the Transferee Company in CA/1442/CAA/2019 this Tribunal had ordered the convening, holding and conducting meetings of the Equity Shareholders of the Transferee Company. The chairman has convened the meetings on 05.02.2020 of the shareholders of the Transferee Company, separately and filed the results of meeting before this Tribunal on 13.02.2020. The Petitioner Companies 1 & 2 and Transferee Company have complied with all the orders passed by the Bench. 8. On perusal of the ra ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he provisions of the Companies Act, 1956 and or the Companies Act, 2013 or by the Registrar of the Companies, Tami Nadu. 10. The Regional Director, Southern Region (In short, 'RD') in the Report Affidavit (for brevity, 'Report') dated 19.03.2020 submitted that as per records of ROC, Chennai, the Transferor Companies 1 & 2 and Transferee Company are regular in filing their statutory returns and no investigation is pending against the companies. It is further submitted that as per clause 7 of Part- II of the scheme of Amalgamation provides for protection of the interest of the executives, staff, workmen and other employees of the Transferor Companies. It is further submitted that as per clause 8.1 of Part -II of the scheme it is stated that the transferee company will pay the differential fee if any on the enhanced authorised capital after adjusting the fee paid by the Transferor Companies. The Transferee Company may be directed to comply with the provisions of clause (i) of sub section (3) of the section 232 of the companies act, 2013 in respect of the payment of further fees for the enhanced authorised capital However, the RD has decided not to make any objection t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mur by the overwhelming majority of the shareholders of the two companies or to say that the shareholders in their collective wisdom should not have accepted the said exchange ratio on the ground that it will be detrimental to their interest. 14. The OL further submitted that clause 4.1 of the scheme mentions that upon the Scheme being finally effective and in consideration of undertakings of the Transferor Companies 1 & 2 being transferred to and vested in the Transferee Company in pursuance of this Scheme, the Transferee Company shall comply with the requirement of Securities Law, Companies Act, Listing Agreements and ICDR/LODR Guidelines of SEBI/ other rules and regulations etc and thereafter issue and allot fully paid up shares in the Transferee Company to the shareholders of the Transferor Companies 1 & 2, whose names are recorded in the Register of Members of the Transferor Companies 1 & 2 as case may be, on Record dates as may be fixed by the Board of Directors of the Transferee Company in the following manner. a) In respect of Transferor Company-1 to every holders of the Equity Shares in Transferor Company has 02 (Two) Equity Shares of Rs. 101- each credited as fully pai ..... 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