TMI Blog2020 (2) TMI 1479X X X X Extracts X X X X X X X X Extracts X X X X ..... d with both the Registrar of Companies, Mumbai and New Delhi, whichever is later. It is clarified that for the period between the Appointed Date and the Effective Date, the business of the Petitioner/ Transferor Company shall be carried on by the Petitioner/Transferor Company in trust and for and on behalf of the Non-Petitioner/ Transferee Company - The Petitioner/Transferor Company shall be dissolved without winding-up after this Scheme becomes effective. The scheme is sanctioned - application allowed. - COMPANY SCHEME PETITION NO. 280/C-II/2019 Connected with COMPANY SCHEME APPLICATION NO. 517/C-II/2018 - - - Dated:- 28-2-2020 - Mr. Rajasekhar V.K., Hon'ble Member (Judicial) And Mr. Ravikumar Duraisamy, Hon'ble Member (Technical) For the Petitioner Companies : Mr Ajay Kumar, Advocate and Mr Siddhikesh Ghosalkar, Advocate i/b Samvad Partners. ORDER Per: Rajasekhar V.K., Member (Judicial) 1. Heard the learned counsel for the Petitioner Companies. 2. The Ld. Counsel for the Petitioner Companies submits that the present Scheme is a Scheme for Amalgamation ( Scheme ) of FREECHARGE PAYMENT TECHNOLOGIES PRIVATE LIMITED ( Non-Petitioner/Transferee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 103 of the Companies Act, 2013 was present. The Scheme was approved unanimously by the Equity Shareholders of the Petitioner/Transferor Company without modifications. The Chairman of the meeting Shri Rahul Vermani has filed his report dated 16th January 2019 which is annexed as Annexure 32 to the Petition. 7. It is further submitted that as per the directions contained in Order dated 24th August 2018, the Petitioner/Transferor Company and the Non-Petitioner/Transferee Company, issued notices to all their secured and/or unsecured creditors with a direction that they may submit their representations, if any, to the Tribunal. The notices are annexed as Annexure 33 to the Petition. 8. It is further submitted that as per the directions contained in Order dated 24th August 2018 passed by this Tribunal in the Company Scheme Application No. 517 of 2018 and in compliance with the relevant provisions of the Companies Act, 2013 and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, 30(Thirty) days notices were duly served by the Petitioner/Transferor Company upon (i) the concerned Income Tax Authority within whose jurisdiction the Petitioner/Transferor Company' ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tted admitted copy of the Petition, and Minutes of order for admission of the Petition. In this regard Petitioner Companies has to undertake to submit the same for the record of Regional Director. (e) As per clause 3.2 of the Scheme, Appointed Date means October 7, 2017(or such other date as maybe mutually determined by the Board of Directors of the Transferor Company and the Transferee Company). In this regard, it is submitted that section 232 (6) of the Companies Act, 2013 states that the Scheme under this section shall clearly indicate an appointed date from which it shall be effective and the scheme shall be deemed to be effective from such date and not at a date subsequent to the appointed date. However, this aspect may be decided by the Hon ble Tribunal taking into account its inherent powers. (f) As regards Para No. 7 of the Scheme, the Transferee Company may be allowed in respect of fees payable by the Transferee Company on its Authorized Share Capital, subsequent to the Amalgamation for setting-off of fees paid by the Transferor Company on its Authorized Share Capital in accordance with the provisions of Section 232(3)(i) of the Companies Act, 2013. (g) The regist ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... entation is concerned, the Petitioner/Transferor Company confirms that the scheme enclosed to the captioned Company Application and the scheme enclosed to the captioned Company Petition are one and the same and there is no discrepancy or deviation. Save the modification in the registered office of the Transferor company which was permitted by NCLT vide order dated 31.07.2019. 14. As far as the observation paragraph IV (d) of the Report/ Representation is concerned, the Petitioner/Transferor Company states and confirms that the Petitioner/ Transferor Company has submitted the admitted copy of the petition and the Order dated 6th November 2019, passed by the National Company Law Tribunal, Mumbai Bench, admitting the petition for the record of the Regional Director. 15. As far as the observation of paragraph IV (e) of the Report/ Representation is concerned, the Petitioner/Transferor Company submits that the Appointed Date is 7.10.2017 and the scheme shall be deemed to be effective from such Appointed Date. Accordingly, the Appointed Date is not in contravention of the provisions of section 232(6) of the Companies Act, 2013. 16. As far as the observation of paragraph IV (f) o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... titioner/Transferor Company and Non-Petitioner/Transferee Company are directed to file a certified copy of this order along with a copy of the Scheme with the concerned Registrar of Companies within 30 (thirty) days from the date of the receipt of this order, as per the relevant provisions of Companies Act, 2013. 23. A certified copy of this order along with a copy of the Scheme shall be lodged with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same, within 60 (sixty) days from the date of receipt of this Order. 24. The Effective Date of the scheme is the date on which the certified copies of the orders of this Tribunal sanctioning this scheme are filed with both the Registrar of Companies, Mumbai and New Delhi, whichever is later. It is clarified that for the period between the Appointed Date and the Effective Date, the business of the Petitioner/ Transferor Company shall be carried on by the Petitioner/Transferor Company in trust and for and on behalf of the Non-Petitioner/ Transferee Company. 25. The Petitioner/Transferor Company shall be dissolved without winding-up after this Scheme becomes effective. 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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