TMI Blog2021 (1) TMI 521X X X X Extracts X X X X X X X X Extracts X X X X ..... copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically in E-Form INC-28, in addition to producing physical copy within 30 (thirty) days from the date of issuance of the order by the Registry - Transferee Company is directed to comply with the provisions of Section 232 (3) (i) of the Companies Act, 2013 by making an application with Registrar of Companies, Kerala for payment of the balance fee as applicable under the provisions of Acts and Rules framed thereunder. - CP(CAA)/07/KOB/2020 - - - Dated:- 12-1-2021 - Shri Ashok Kumar Borah, Member (Judicial) Counsel for the Petitioners : Shri SM Ameerul Millath, Advocate ORDER This Company Petition CP(CAA)/07/KOB/2020 has been filed for sanctioning the Scheme of Amalgamation of the Transferor Companies with the Transferee Company by M/s. Kunnath Paper Mills Private Limited having its Registered office at TC No. 6/103-1, Mundassery Bhavan, Lourdepuram Road, Kizhakkumpattukara, Thrissur, Kerala- 680 005 [hereinafter referred to as the Transferee Company ], represented by its Director, Mr. Thomas A. Kunnath residing at 7, Kunnath, Ramalinga Nagar, First layout, 4th Cros ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Appointed Date, all debts, liabilities, duties and obligations of the Petitioner No.2 Transferor Company will also be transferred to and deemed to be transferred without any further act or deed to the Petitioner No. 1 Transferee Company and accordingly, the same shall pursuant to section 230 and 232 of the Companies Act, 2013 be transferred to and become the liabilities and duties of the Transferee Company. f. That with effect from the Appointed Date, all the employees of the Petitioner Transferor Company will become the employees of the Petitioner Transferee Company without any break or interruption in service. g. That all proceedings by or against the Petitioner - Transferor company pending on the Appointed Date or thereafter and relating to the property, rights, powers, liabilities, obligations and duties shall be continued and enforced by or against the Transferee Company. h. The Petitioner Company No.2 Transferor Company be dissolved without being wound up. i. That liberty be reserved to the Petitioner Companies and all other persons interested in this Petition to apply to this Hon'ble Tribunal as and when occasion may arise for any direction that may be n ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... issued to the Shareholders of the Transferor Company will, for all purposes be deemed to have been held by each such member from the Appointed Date. All Shareholders of the Transferor Company whose name appears in the Register of Members of the Transferor Company on the Effective Date shall surrender their share certificates to the Transferee Company for cancellation thereof and in the absence of such surrender, such share certificates shall be deemed to be cancelled on the issue of shares in the Transferee Company in lieu of the shares held by them in the Transferor Company. No Special Resolution under Section 62(1) of the Companies Act, 2013 and any other provisions of the Act will be required to be passed by the Transferee Company separately in a general meeting for issue of shares to the Shareholders of the Transferor Company under the Scheme and on the members of Transferee Company approving the Scheme, it shall be deemed that they have given their consent to the issue of new equity shares of the Transferee Company to the Shareholders of the Transferor Company in the Share Exchange Ratio as above. 7. Combination of Authorised Share Capital Upon sanction of this Sche ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and their respective Shareholders and its Creditors, whereby and where under it is proposed to Amalgamate the Transferor Company with Transferee Company by transferring the assets and liabilities oof the Transferor Company as defined in the said Scheme of Amalgamation to the Transferee Company. The terms and condition of the Amalgamation are fully stated in the said Scheme of Amalgamation. c. The said Scheme has been proposed, inter alia, to specific group structure and provide for overall business efficiency to combine their managerial and marketing strength, to streamline administration, to build a wider capital and financial base and to promote and secure the overall interest growth and economics of all the companies concerned. d. The Amalgamation will result in usual economics of a centralized and a larger company including reduction in overheads, better and more productive utilization of labour and other resources and reduction in procedural and administrative work. e. The Scheme would ensure higher retained earning leading to enhanced intrinsic value of shareholding to the investors. f. The Corporate restructuring resulting from the Scheme will integrate all the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ll its liabilities. Hence no stakeholder is being affected by approving the Scheme of Amalgamation. 11 The Accounting Treatment under the Scheme is in accordance with Section 133 of the Companies Act, 2013 and the same has been certified by the Auditor. The Transferee Company herein undertakes to pay any outstanding tax demand (including those tax demands that are outstanding on the Transferor Company) on approval of the Scheme by this Tribunal and once the matter reaches finality. The Transferee Company has disclosed the impact of pending litigations on its financial statements as per Note 27.6 and 27.7 attached to the Balance Sheet and Profit and Loss Account as on 31.03.2019 of the Transferee Company. The Transferor Company does not have any pending litigations which would impact its financial position as revealed in the Auditors Report attached to the Balance Sheet and Profit and Loss Account as on 31.03.2019. 12 The ROC in its report filed on 04.11.2020 stated that the Regional Director, Ministry of Corporate Affairs (Southern Region) Chennai, examined the Scheme with reference to material papers made available to them and decided to make no objection to the Scheme of Am ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ndassery 1373 34.76 7 Usha Thomas 163 4.13 8 Anna Paul 81 2.05 9 Francis Kunnath 416 10.53 10 Kunjethy Poppy 33 0.84 11 Francis Thomas 223 5.64 12 Joseph Thomas 215 5.44 13 Pinky Thomas 11 0.28 14 K.C. Pavoo 123 3.11 15 Susy Chummar 10 0.25 16 Naomy Peter 10 0.25 17 George Mundassery 7 0.18 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Report, if any of the Transferor Company There have been no qualification remarks in the Auditors Report of the Company for period ended 31.03.2019 and for supplementary Audit of Accounts for the period ended 31.10.2019 with respect to the Transferor Company. 16. Heard the learned counsel for the Petitioner Companies through video conferencing. As required under Rule 16 of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 has been affected in two Newspapers, i.e., the Indian Express (English) dated 08.12.2020 and Mathrubhumi (Malayalam) dated 10.12.2020 and no one has filed objection against the Scheme of Amalgamation of the Petitioner Companies. 17. In the light of the aforesaid discussions and due appreciation of the facts and circumstances involved in this case and considering, the arguments advances by the learned counsel, this Bench is of the view that the Scheme placed before this Bench on 16.10.2020 can be sanctioned. Hence, this Tribunal Sanction the Scheme of Amalgamation of M/s. Kunnath Paper Mills Private Limited with M/s. Mundassery Board and Paper Mills Private Limited and the Appointed Date of the Scheme is fixed as opening hours of 01s ..... X X X X Extracts X X X X X X X X Extracts X X X X
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