TMI Blog2021 (10) TMI 942X X X X Extracts X X X X X X X X Extracts X X X X ..... ocate ORDER Anil Kumar B., Member (T) 1. CP/17/CHE/2020 is a Company Petition filed by the Petitioner/Transferor Company viz. M/s. Visionary RCM Infotech (India) Private Limited for the purpose of the approval of the Scheme of Amalgamation (hereinafter referred to as the 'SCHEME') as contemplated between the Companies viz. M/s. Visionary RCM Infotech (India) Private Limited (hereinafter referred to as Transferor Company ) and M/s. Coditech Software Solutions India Private Limited (hereinafter referred to as Transferee Company ) under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 (for brevity 'the Act') read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on by the Petitioner/Transferor Company and the Transferee Company, which shall create greater synergies between the business operations of the companies; b. enhancement of cash flows and operational efficiencies through optimal utilization of resources; c. better alignment, coordination and streamlining of day to day operations, leading to improvement in the overall working culture and environment; d. formation of a stronger company enabling the combined business to be pursued in a manner that is more convenient and advantageous to all the stakeholders; and e. creation of value for various stakeholders and shareholders of the Petitioner/Transferor Company and the Transferee Company, as a result of all of the foregoing. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... referred to as 'RD') Chennai to whom the notice was issued in the first motion itself, has filed his Report before this Tribunal and has stated that Clause 10 of Part III of the Scheme provides for the protection of the interest of the employees of the Transferor Company. It is stated in the report of the RD that the Transferor Company has filed its statutory returns upto 31.03.2020 and has stated that there are no prosecution/complaint/inspection or investigation pending against the Companies. Thus, after examining the Scheme, the Regional Director in para 11 of its Report has stated that they have decided not to make any objection to the Scheme. 7.2. Official Liquidator 7.2.1. In relation to the Official Liquidator, (her ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed Accountant and has also sought to fix the remuneration payable to the Auditor who has investigated into the affairs of Transferor Company. In this regard, this Tribunal hereby directs the Transferor Company to pay a sum of ₹ 30,000/- (Rupees Thirty Thousand Only) to the Official Liquidator for the payment of fees payable towards the Auditor who has investigated into the affairs of the Transferor Company. 7.3. Other Statutory Authorities In relation to the other statutory authorities to whom notices have been issued, neither they have filed any reply nor raised any objections to the Scheme and in the circumstances, this Tribunal presumes that other statutory Department viz. The Income Tax Department does not have any objec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... proceedings against the petitioner companies for oppression or mismanagement have been filed before this Hon'ble Tribunal or erstwhile Company Law Board. 9.3. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the petitioners. 9.4. While approving the Scheme as above, it is clarified that this order should not be construed as an order in any way granting exemption from payment of stamp duty, taxes or any other charges, if any, payment is due or required in accordance with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany. (vii) That the Transferor Company and the Transferee Company, shall within thirty days of the date of the receipt of this order cause a certified copy of this order to be delivered to the Registrar of Companies for registration and on such certified copy being so delivered, the Transferor Company shall be dissolved and the Registrar of Companies shall place all documents relating to the Transferor Company and registered with him on the file kept by him in relation to all the Transferee Company and the files relating to the said both companies shall be consolidated accordingly. (viii) That any person interest shall be at liberty to apply to the Tribunal in the above matter for any directions that may be necessary. 11. A ..... X X X X Extracts X X X X X X X X Extracts X X X X
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