TMI Blog2021 (4) TMI 1180X X X X Extracts X X X X X X X X Extracts X X X X ..... same shall be binding on the Petitioner Companies, their shareholders and unsecured creditors and all concerned under the scheme - this Bench is of the opinion that in respect of any change in name, the Petitioner/Transferee Company shall comply Section 13 of the Companies Act separately/independently. Petition disposed off. - CP (CAA) No. 4 of 2021 in CA (CAA) No. 78 of 2020 - - - Dated:- 23-3-2021 - Manorama Kumari, Member (J) And Chockolingam Thirunavukkarasu, Member (T) For the Appellant : Swati Soparkar, Advocate ORDER Manorama Kumari, Member (J) 1. The instant petition is filed under Section 230 and 232 and other applicable provisions of the Companies Act, 2013, by two Petitioner Companies seeking sanction of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Petitioner Transferor Company in view of the written consent letters on affidavits placed on record. There being no Secured Creditors of either of the Petitioner Companies, the meetings were not necessary. 'TCI', the Petitioner Transferee Company was directed to convene a meeting of the unsecured creditors for the purpose of seeking their approval to the proposed Scheme of Amalgamation at the said meeting. 3. It is submitted by the learned lawyer for the Petitioner Companies that the directions issued by the said order were duly complied with, (i) Notices were dispatched to the concerned unsecured creditors on or before 9th December, 2020; (ii) The newspaper publications were made in English daily 'Indian Express' ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssary proof of services to the statutory authorities was duly filed with the Hon'ble Tribunal. 6. Vide order dated 2nd December 2020, this Tribunal had directed to serve Notice of the Scheme in the Form 'CAA-3' to the Statutory Authorities-viz. (i) Central Govt. through the Regional Director, North-Western Region, (ii) Registrar of Companies, Gujarat, (iii) concerned Income Tax Authorities, for both the Petitioner Companies; and (iv) Official Liquidator, Gujarat, only for the Transferor Company alongwith a copy of the Scheme and other requisite documents and disclosures stating that representation, if any, to be made by them, be made within 30 days from the date of receipt of such notice. The concerned Petitioner Companies se ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferee Company. The Petitioner Transferee Company has undertaken to pay the difference of amount of fees payable on the enhanced Authorised Capital as on date and the actual amount of fees paid by the Petitioner Companies at the relevant point of time. iii. The Regional Director vide Para 2(e) refers to Clause 16.2 of the Scheme, which envisages that the name of the Petitioner Transferee Company is proposed to be changed to 'M/s. UNM Foundation'. It has been observed by the Regional Director that no justification is provided for the proposed change. In this regard, it has been submitted that both the Petitioner Companies are the Companies promoted by Torrent group to carry on their CSR activities through these non-profit C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ved that the Petitioner Transferor Company has conducted the business in accordance with Objects Clause and the same has not been conducted in any manner prejudicial to the interest of its members or public interest, hence the Petitioner Transferor Company may be dissolved without following the process of winding up. The Official Liquidator has sought directions to be issued to preserve the books of accounts, papers and records of the Petitioner Transferor Company and not to dispose of the same without prior permission of the Central Govt. as per the provisions of Section 239 of the Companies Act, 2013. There are no adverse observations in his report. 10. It is stated that no Representations were received from the Income Tax Authorities ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... September 2020, is placed on record confirming that the accounting treatment as proposed under the Scheme is in conformity with the applicable Accounting Standards prescribed under section 133 of the Companies Act, 2013. 14. Heard Mrs. Swati Soparkar, Advocate for the Petitioner Companies. 15. Considering the entire facts and circumstances of the aforesaid Petitioner Companies and on perusal of the Scheme and the proceedings, it appears that the requirements of the provisions of section 230 and 232 of the Companies Act, 2013 are satisfied. 16. In result, the Company Petition No. C P (CAA) No. 4 of 2021 is allowed. The Scheme of Arrangement envisaging amalgamation of UNM Foundation, the Petitioner Transferor Company with Tornascent ..... X X X X Extracts X X X X X X X X Extracts X X X X
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