9911796707
TMI Blog2021 (9) TMI 10X X X X Extracts X X X X X X X X Extracts X X X X ..... he name of the Petitioner Company was changed to 'Equifax Analytics Private Limited' with fresh certificate of incorporation. The registered office is situated at Diamond District, Tower C, 4th Floor, 150, Old Airport Road, Bangalore - 560 008. Its Authorised Share Capital is Rs. 1,50,00,000 divided into 1,50,00,000 equity shares of Rs. 1/- each and issued, subscribed and paid up capital is Rs. 1,11,44,790 divided into 1,11,44,790 equity shares of Rs. 1 each. Its main objects inter alia, are to provide information technology enable outsourcing services of business Analysis and business intelligence services of all kinds including but not limited to score card development, etc., (2) A Draft Scheme of Amalgamation of Petitioner Company are formulated in pursuant to Section 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 subject to approval of shareholders and confirmation by the Hon'ble National Company Law Tribunal (NCLT) and other concerned authorities. Accordingly, the Board of Directors of the Petitioner Company at their meeting held on 21st October 2020 approved the said scheme. (3) "Equifax Software Systems Private Limited" (herein ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... better flexibility in accessing capital, focused strategy and specialization for sustained growth; achieving operational and management efficiency. (7) The contracts and arrangements with related parties in the Petitioner Company are made pursuant to Section 188 of the Companies Act, 2013. The Petitioner Company does not come within the statutory threshold, therefore it is not required to spend CSR amount. (8) Upon this scheme becoming effective, the Transferee Company shall without any further application or deed, but subject to necessary approvals, if any, being granted, issue and allot equity shares at the face value of Re. 1 per share, as fully paid up equity shares in the Transferor Company and whose names appear in the register of members of the Transferor Company on the effective Date or his/her heirs, executors, administrators or successors-in-title. (9) The Petitioner Companies have filed C.A. (CAA) No. 45/BB/2020 before this Tribunal and the Tribunal, vide its Order dated 15.12.2020 dispensed with the meetings of the Equity Shareholders and the Unsecured Creditors for the purpose of considering and if thought fit, approving with or without modification the scheme o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t C of the Scheme provides for clubbing of Authorised Capital. However, as per the Clause, the authorised share capital of the Transferee Company shall automatically stand increased without any further fees payable to the Registrar of companies. This term in the Scheme is not in line with the provisions of Section 232 (3) (i) of the Companies Act, 2013. In this regard, the Transferee Company shall comply with provisions of the aforementioned section and pay the difference fee, after setting off the fee already paid by the Transferor Company on its respective capital. In case the Transferee Company intend to club the Authorised Capital of Transferor Company, a separate application to be made to ROC for clubbing within one month from the order or else interest will be levied as per the provisions of Section 403 of the Companies Act, 2013. (4) The Transferee Company has taken overdraft of Rs. 8,56,67,295/- as at 31.3.2020. Apparently no charge has been created for the same. (5) There are no prosecutions, complaints, technical scrutiny/inspections pending in this office against the petitioner Companies. (6) The petition may be decided on merits. 4. In pursuant to the above obs ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n conformity with the Accounting Standards prescribed under Section 133, etc. 9. As stated supra, the Scheme in question is framed in the larger interest of all stake holders of the Company, by keeping in mind, the principle of ease of doing business. And the Scheme was put to notice to all stake holders and broadly consented by all Shareholders and Creditors of the Company. There are no investigations stated to be pending against the Companies. The Auditor of the Petitioner Company has furnished respective certificate by inter-alia certifying that the accounting treatment contained in the proposed Scheme of Amalgamation is in conformity with accounting standards notified by Central Government under Companies Act, 2013. 10. 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 ..... 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