TMI Blog2021 (4) TMI 45X X X X Extracts X X X X X X X X Extracts X X X X ..... nsferee Company would inherit all the liabilities/Responsibilities of Transferor Company and it is not being exempted from complying with all statutory requirement by virtue of this order. The Tribunal, in the instant proceedings, cannot examine every alleged violation committed by the Petitioner Companies, since the issue here is only to sanction of the Scheme, subject to compliance of extant provisions of Companies Act and to make them to comply all terms and conditions as mentioned in the proposed Scheme in question, and other consequential actions, after sanction of the Scheme - It is settled principles of law that Court/Tribunal cannot interfere in commercial wisdom of Companies involved to frame scheme of merger/amalgamation, unless scheme is ex facie illegal and it is made with an intention to dupe stake holders of Companies involved. The Scheme in question is comprehensive one complying with the provisions of Sections 230 to 232 of the Companies Act, 2013 and the Rules made thereunder and the Petition/Application is filed in accordance with law. It covers all the issues relating to legal proceedings, continuation of contracts, deeds, therefore, the Scheme in question and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... if any, of the Companies Act, 2013 subject to the requisite approval of shareholders/Creditors of the Company and confirmation by the Hon'ble National Company Law Tribunal (NCLT) and such other competent authority(ies). Accordingly, the Board of Directors of the Petitioner No. 1/Transferee Company at their meeting held on 10th September 2020 approved the said scheme. (3) M/s. I-Nurture Education Solutions Private Limited (hereinafter referred to Petitioner No. 2/Transferor Company') was incorporated on 25.06.2004 under the Companies Act, 1956 bearing CIN:U09211KA2004PTC034212 and having its registered office situated at No. 11/4, Block-B1, Niton Compound Palace Road, Bangalore - 560052. Its Authorised Share Capital as on 31.03.2020 is ₹ 40,37,86,500/- comprising of 1,25,00,000 Equity Shares of ₹ 10/- each, 12,50,000 Series A Compulsorily Cumulative Preference Shares of ₹ 100/- each, 35,62,920 Series B Compulsorily Cumulative Preference Shares of ₹ 10/- each, 35,62,920 Series B1 Compulsorily Cumulative Preference Shares of ₹ 10/- each and 82,52,810 Series C Compulsorily Convertible Preference Shares of ₹ 10 each and the Issued, Subsc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Transferee Company could be pooled together and the amalgamated company will be able to exploit the facilities available as one single unit for the benefit of the amalgamated company and penetrate into the new markets; b) Administration and operational costs would be considerably reduced and the amalgamated company will be able to benefit from the same resulting in better turnover and profits. c) There will be operational synergy in terms of procurement benefits common license, and reduction of administration work and cost etc., for the amalgamated Company. d) The financial resources, managerial and technical expertise of all the companies could be better utilized by the amalgamated company which would be beneficial to the amalgamated company. Etc. (8) Upon the scheme become fully effective, in consideration of transfer and vesting of the entire undertaking of the Transferor Company in the Transferee Company, the Transferee Company shall without any further act or deed, issue and allot in the aggregate, 4, 15, 742 fully paid-up equity shares of the Transferee Company, having face value of ₹ 10/- each to the following members of the Transferor Company, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d C.A. (CAA) No. 43/BB/2020 before this Tribunal praying for dispensation of meetings of the Equity Shareholders of the Petitioner Companies and Unsecured and Secured Creditors of the Petitioner No. 1. The Tribunal, vide its Order dated 01.12.2020, dispensed with the convening and holding the meeting of the equity shareholders of the Petitioner companies, Secured and Unsecured Creditors of the Petitioner No. 1. (14) It is also stated that no investigation proceedings are pending against the Joint Petitioners under Sections 206 to 229 of the Companies Act, 2013. 3. The Tribunal vide its Order dated 19.01.2021, directed the Petitioner Companies to issue notice to the Regional Director (SER), Hyderabad, ROC Karnataka, Designated Nodel Officer, the Principal Commissioner of Income Tax, Office of Official Liquidator, and the Secretary, Competition Commission of India and also directed to cause paper notification one in The Hindu' English Newspaper Bangalore edition as well as in 'Udayavani, Kannada Newspaper and to file proof of the same. It is affirmed that the Petitioner Companies have caused appropriate notifications as per the above order and they have not received ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ded in their report dated 03.03.2021 as under: a) The Company has maintained proper books of accounts statutory registers and other relevant documents as on date, except for the financial records of 2017-18 for the period from 01.04.2020 to 14.12.2020, which do not match with financial statements. b) The Company has filed all the necessary statutory returns with various authorities except as stated in clause 8(c) to (e) as stated in said report. The Transferor Company has been regular in paying taxes as per the information available in the returns filed. The Transferor Company has been regular in holding meetings of the Directors as required under law. c) Further, the said Chartered Accountant has concluded inter-alia that the software that is still shown as being under development in the books of transferor Company amounts to not conveying the true and fair view of the state of affairs of Transferor Company. Further, the manner of arrival of share exchange ratio is not satisfactory since the correctness of the same can be gauged only if the valuation of the software was performed also in the light of the shares allotted against outstanding loans, the Chartered Acco ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... furnished respective certificates by inter alia certifying that the accounting treatment contained in the proposed Scheme of Amalgamation is in conformity with accounting standards prescribed u/s. 133 of the Companies Act, 2013. 12. It is a settled position of law that any Scheme of Amalgamation or Arrangement, under the extant provisions of Companies Act, would not contemplate to waive any liability or legal action for any violation of provisions of Companies Act, so as to prevent Statutory Authorities from initiating any action against violation of provisions of Companies Act, in respect of the Companies involved, in accordance with law. In the instant case also, the Transferee Company would inherit all the liabilities/Responsibilities of Transferor Company and it is not being exempted from complying with all statutory requirement by virtue of this order. The Tribunal, in the instant proceedings, cannot examine every alleged violation committed by the Petitioner Companies, since the issue here is only to sanction of the Scheme, subject to compliance of extant provisions of Companies Act and to make them to comply all terms and conditions as mentioned in the proposed Scheme in ..... X X X X Extracts X X X X X X X X Extracts X X X X
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