TMI Blog2021 (9) TMI 10X X X X Extracts X X X X X X X X Extracts X X X X ..... them to comply all terms and conditions as mentioned in the proposed Scheme in question, and other consequential actions, after sanction of the Scheme. 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 is also appears to be fair, reasonable and it is not detrimental against the Members or Creditors or contrary to public policy. Therefore, we are inclined to sanction the scheme, however, subject to complying with various conditions/undertakings, post sanctioning the Scheme. The scheme is approved - application allowed. - C. P. (CAA) No. 02/BB/2021 - - - Dated:- 6-8-2021 - Bhaskara Pantula Mohan, Actg. President And Hemant Kumar Sarangi, Member (T) For the Appellant : Saji P. John For the Respondents : Prema Hatti ORDER Bhaskara Pantula Mohan, Actg. President 1. C.P (CAA) No. 02/BB/2021 is filed by the Petitioner Company, under Sections 230 to 232 of the Companies Act, 2013, and other applicable provisions of the companies Act, 2013 r/w Companies (CAA) Rules, 2016 by inter alia seeking ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... red state was issued. Its registered office is situated at Unit No. 932, 3rd Floor, Building No. 9, Solitaire Corporate Park, Andheri Ghatkopar Link Road, Andheri (E), Mumbai - 400093. Its Authorised Share Capital is ₹ 2,50,00,00/- divided into 25,00,000 Equity. Shares of ₹ 10/- each and issued, subscribed and paid up capital is ₹ 2,50,00,000 divided into 25,00,000 equity shares of ₹ 10 each. The main objects of Transferor Company, inter, alia, are to operate provide, manage, support and maintain software tools and services, including without limitation, web-enabled data management applications and services with functionality that enables customers to collect, store, retrieve, collate, analyze etc. (4) The Board of Directors of the Petitioner Company and the Transferor Company in their meeting held on 21st October 2020 has also provisionally approved the said Scheme of Amalgamation; however, subject to approval concerned authorities under the extant Provisions of Act. (5) Singhi Co., Chartered Accountants, the Statutory Auditors of the Petitioner Company has issued a Auditors Certificate dated 21.10.2020 has inter alia confirmed that the accounti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e notice of amalgamation to the Joint Director, Enforcement Directorate and the Directorate, of Enforcement as there is no ongoing investigations against the Petitioner Company or its Directors. (11) It is also stated that no investigation proceedings are pending against the Petitioner Company under Sections 235 to 251 or any other provisions of the Companies Act, 1956 or Sections 206 to 229 of Companies Act, 2013 or any other provisions of the Companies Act, 2013. 2. The Tribunal vide its Order dated 19.01.2021, directed the Petitioner Companies to issue notice to the Regional Director (SER), Hyderabad, ROC Karnataka, Principal, Chief Commissioner of Income Tax, Income Tax Department, the Secretary, Competition Commission of India and the Deputy Commissioner of Income Tax 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 Company have caused appropriate notifications as per the above order and they have not received any objection from any party about the acceptance of Scheme. 3. The Registrar of Companies ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing of the fee paid by the Transferor Company on its authorised capital pursuant to the sanction of the Scheme and clubbing of the authorised Share Capital in accordance with Section 232 (3) (i) of the Companies, Act, 2013. (3) The said overdraft facility was backed by Corporate Guarantee and therefore no Charge was required to be created for the same. 5. The Principle Commissioner of Income Tax, Bengaluru vide letter dated 19.04.2021, File No. NCLT/Equifax/Pr. CIT-2/2021-22 inter alia stated that the Assessee M/s. Equifax Analytics (P) Limited with PAN AACCN5028L has no outstanding Demand and no pending scrutiny as per AO work list. 6. Heard Shri. Saji. P. John, Learned Counsel for the Petitioner Company and Smt. Prema Hatti, learned Standing Counsel for the ROC/RD. We have carefully perused the pleadings of the Parties and the extant Provisions of Companies Act, 2013 and various Rules made thereunder and the Law on the issue. 7. Smt. Prema Hatti, learned Standing Counsel for the ROC/RD, has again pointed out various observations made in their Affidavits, as briefly stated supra, and submit that the Tribunal may consider the Scheme as per merits. 8. As facts narr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 11. By perusal of Scheme in question, we are of considered opinion that 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 thus prima facie eligible to be sanctioned, however, subject to compliance of various undertakings as mentioned in the Scheme and to follow/comply various observations made by the Statutory Authorities as detailed supra. It is also appears to be fair, reasonable and it is not detrimental against the Members or Creditors or contrary to public policy. Therefore, we are inclined to sanction the scheme, however, subject to complying with various conditions/undertakings, post sanctioning the Scheme. 12. It is relevant to point out here that the Transferor Company Equifax Software Systems Private Limited, is a company registered in Maharashtra has filed C.P. No. (CAA) No. 1141/MB/2020 before NCLT, Mumbai Bench, under Sections 230-232 of Companies Act by inter-alia seeking t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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