TMI Blog2021 (2) TMI 719X X X X Extracts X X X X X X X X Extracts X X X X ..... -merger between M/s. Commodity Online (India) Limited (Demerged Company) with M/s. Celebrus Commodities Limited, 27/540, III Floor, EAK Towers, Main Avenue, Panampilly Nagar, Kochi- 682 036 (the Resultant Company/ Transferee Company) and the Appointed Date of the Scheme is fixed as opening hours of 31st March, 2019. This Tribunal found that the Scheme of Demerger appears to be fair and reasonable and it is also not violative of any provisions of law and is not contrary to any public policy - All the assets and liabilities including taxes and charges, if any, and duties of the Demerger Company, shall, pursuant to Section 232 of the Company Act, 2013, be transferred to and become the liabilities and duties of the Transferee Company M/s Cel ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ary; 2. The facts in brief are as under: - The First Petitioner Company had filed a Company Application No. CA(CAA) No. 16/KOB/2019 and the Second Petitioner Company had filed a Company Application No. CA(CAA) No.15/KOB/2019 to dispense with the meeting of the Equity Shareholders and Creditors. This Tribunal passed a combined order dated 8th November, 2019 in the above mentioned Company Applications, wherein it was directed to conduct meeting of the Equity Shareholders of the Transferor Company and the Transferee Company for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Demerger whereby Commodity Online (India) Limited ( Transferor Company') shall re-organize and segregate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... feree Company of all the necessary and applicable provisions of its Applicable Law; (vi) Compliance with such other conditions as may be imposed by the National Company Law Tribunal or other Government Authority. 5. The Petitioners stated that the Board of Directors of the Transferor Company and the Transferee Company at their Board Meetings held on 27.09.2019 passed resolutions unanimously approving said Scheme. 6. The ROC filed a report on 03.12.2020 stating 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 not to make any objection to the Scheme of Arrangement (Demerger). 7. Heard the learned counsel for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e the following order is passed: ORDER 11. All the assets and liabilities including taxes and charges, if any, and duties of the Demerger Company, shall, pursuant to Section 232 of the Company Act, 2013, be transferred to and become the liabilities and duties of the Transferee Company M/s Celebrus Commodities Limited. 12. The clarifications and undertakings given by the learned counsel for the Petitioners to the observations made in the Report of the Regional Director have been considered by this Tribunal and those are hereby accepted and the petitioners were directed to comply with the provisions/statements as undertakes by them. 13. Petitioner Companies are directed to lodge a certified copy of this Order along with a copy ..... X X X X Extracts X X X X X X X X Extracts X X X X
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