TMI Blog2021 (7) TMI 33X X X X Extracts X X X X X X X X Extracts X X X X ..... e Boards of Transferor Company, is hereby sanctioned. Application allowed. - C. P. (CAA) No. 42/BB/2019 - - - Dated:- 4-3-2021 - Rajeswara Rao Vittanala, Member (J) And Ashutosh Chandra, Member (T) For the Applicant : Saji P. John, Ganesh R. Ghale, Advs., Prema Hatti, Standing Adv. and Manjunatha, JTA ORDER Ashutosh Chandra, Member (T) 1. This Company Petition was filed by M/s. Transroute Televentures Private Limited (hereinafter referred to as the 'Petitioner Company/Transferor Company No.1') under Sections 230 to 232 of the Companies Act, 2013, read with Companies (Compromises, Arrangements And Amalgamation) Rules, 2016, by inter alia seeking that the Scheme of Amalgamation be sanctioned by this Tribunal, so as to be binding on the Petitioner Company and their respective shareholders and creditors, etc. 2. Brief facts of the case, as mentioned in the Company Petition, which are relevant to the issue in question, are as follows: (1) M/s. Transroute Televentures Private Limited (the Petitioner Company/Transferor Company No.1') was incorporated on 10.02.2009 under the provisions of Companies Act, 1956, vide CIN: U52390KA2009PTC049088 in the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 9;), Lansium Techno-infra Private Limited ('LTPL' or Transferor Company No.3), and Shambhu Media And Cable Private Limited ('SCPL' or Transferor Company No.4) with Abal Infrapower Multitrading Private Limited ('AMPL' or Transferee Company and their respective shareholders ('Scheme') as per the terms and conditions mentioned in the Scheme placed before the Board and initialled by the Chairman of the meeting for the purposes of identification. (3) M/s. RHR Associates, Chartered Accountants, the Independent Auditors of the Transferee Company, vide Certificate dated 12.01.2019 has inter alia certified that the accounting treatment specified in clause 2.3 of the Draft Scheme of Amalgamation between the Transferee and Transferor Companies, is in conformity with the Accounting Standards Specified by the Central Government in Section 133 of the Companies Act, 2013 read together with Rule 7 of the Companies (Accounts) Rules, 2014 and other Generally Accepted Accounting Principles, as may be applicable. (4) The Benefits for the proposed Scheme of Amalgamation is as follows: (a) Consolidation and Synergies in business operations; (b) En ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f Companies, Karnataka, the Office of Official Liquidator, the Office of the Principal Chief Commissioner of Income Tax, Karnataka, and to the Secretary, Competition Commission of India and further directed them to make a paper publication in 'The Hindu' in English daily as well as in 'Kannada Prabha' in Kannada daily and to file proof of the same. In this regard the Petitioner Company Vide Compliance Affidavit dated 01.10.2019 it is affirmed that the Petitioner has served the notices as per the above Orders caused paper publication in 'The Hindu' and in 'Kannada Prabha' on 04.12.2020 in the above said papers. 5. The Competition Commission of India vide its letter No.N-20(7)/NF-236/2019/CD/11068 dated 27.10.2019 has inter alia stated that the Scheme has not been filed with the Commission under the provisions of the Competition Act, 2002 and that an undertaking may be sought from the Companies involved that CCI approval is not required for the said Scheme. In this regard, the Petitioner Company has stated that Petitioner Companies do not fall under thresholds prescribed under the Competition Act, 2002 (as contained in the notification No. S.O.675(E ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s pending in this office against the petitioner Companies. The petition may be decided on merits. 7. The Regional Director (SER), Hyderabad vide Affidavit dated 11.11.2019 has made similar observations as stated supra in the ROC report and further states as follows: (1) Transferor Company No. 1 is registered in the State of Karnataka and Transferor Company Nos.2 3 are registered in the State of Maharashtra. Transferee Company is also registered in the State of Maharashtra. (2) As all the shares of the Transferor Companies are held by the Transferee Company and its Nominees, there is no allotment of shares to the shareholders of the Transferor Companies. (3) Upon the approval of the Scheme, the Transferor Company No. 1 will be dissolved. 8. In response to the aforesaid RD/ROC observations the Petitioner herein vide Reply Affidavit dated 31.12.2019, inter alia stated as follows: (1) Regarding the observation No.1 made by RD, It is submitted that the said observation is correct and need not require clarification. Further, the Transferor Company No.4 is also registered in the State of Maharashtra. (2) Regarding the observation No.2 made by RD, it is sub ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s inter alia concluded in its report dated 17.10.2020 that the Company has maintained required records and the affairs of the Company have not been conducted in a manner prejudicial to the interest of the members of the company or public interest. Therefore, the Official Liquidator prays that to take remarks given in Para VI, XV, XVI XX in this report for suitable order(s) may be passed on the merits of the case. 10. Intimation of the Scheme of Amalgamation was sent to all relevant Statutory Authorities/Regulators. Wherever no response has been received from the said Authorities/Regulators, it is deemed that they have no objection to the proposed Scheme. 11. Heard Mr. Saji P. John, learned Counsel for the Petitioner Company and Mrs.Prema Hatti, learned Standing Counsel for ROC RD, Mr. Ganesh R. Ghale, learned Standing Counsel for the Income Tax, Mr. Manjunatha, JTA for the OL Office through Video Conference. We have carefully perused the pleadings of the Parties and the extant Provisions of the Companies Act and various Rules made thereunder and the Law on the issue. 12. We have considered the facts of the case as mentioned in the Petition, the reports of the Regional Di ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the same; and (4) All the liabilities including taxes, levies and charges, if any, and duties of the Transferor Companies be transferred without further act or deed to the Transferee Company and accordingly the same shall, pursuant to section 232 of the Companies Act, 2013, be transferred to and become the liabilities and duties of the Transferee Company; and (5) The tax implications, if any, arising out of the Scheme are subject to final decision of Concerned Income Tax Authorities and the decision of the Concerned Tax Authorities shall be binding on the Transferee Company; and (6) All the proceedings now pending by or against the Transferor Company be continued by or against the Transferee Company, if any; and (7) The Petitioner Company shall within thirty days of the date of the receipt of this Order cause a certified copy of this Order along with a copy of Scheme of Amalgamation to be delivered to the Registrar of Companies for registration in accordance with applicable rules and regulations; and (8) The acceptance of the Scheme of Amalgamation is subject to the directions that the Petitioner Company shall file all the due Statutory Returns immediately, ..... 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