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TMI Blog2021 (12) TMI 1278X X X X Extracts X X X X X X X X Extracts X X X X ..... r short] with effect from the Appointed Date as mentioned in the Scheme. 2. The Rationale of the proposed company Scheme is stated as under: a. The TRANSFEROR COMPANIES is in similar line of business activities with the TRANSFEREE COMPANY. The Amalgamation will result in establishing a single company by consolidating the business of all Companies involved in the Scheme. The business of the Transferor Companies and the Transferee Company can be combined/adjusted and carried forward conveniently with combined strength; b. The amalgamation will enable the TRANSFEREE COMPANY to consolidate its line of business by restricting and re-organizing its business activities and Capital Structure; c. The amalgamation will result in economy of scale including reduction in overhead expenses relating to management and administration in better and more productive utilization of various resources; d. The business of the Transferor Companies can be conveniently and advantageously combined together in general with the business of the Transferee Company concerned and will be carried on more economically and profitably under the said Scheme; e. The said Scheme of Amalgamation will enable the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e passed declaring that there is no requirement for holding of meeting of Secured Creditors of the ' KAJALGAON CARBON'/ Transferor Company No. 1, ' SUBHAG POWER'/ Transferor Company No. 2 and 'SUBHAG PROJECTS'/ Transferor Company No. 3 as there are NIL Secured Creditors. v. That appropriate orders and/ directions be passed for dispensing with the meeting of Unsecured Creditors of the ' KAJALGAON CARBON'/ Transferor Company No. 1 as Unsecured Creditors representing more than 90% (in value) of the ' KAJALGAON CARBON'/ Transferor Company No. 1 have given their written consent by way of Affidavit adopting the Scheme of Amalgamation without any modification(s). vi. That appropriate orders and/ directions be passed for dispensing with the convening and holding separate meetings of Unsecured Creditor of the ' SUBHAG POWER'/ Transferor Company No. 2 as all the Unsecured Creditors of the SUBHAG POWER'/ Transferor Company No. 2 have given his written consent by way of Affidavit adopting the Scheme of Amalgamation without any modification(s). vii. That appropriate orders and/ directions be passed for dispensing with the convening and holding separate meetings of Unsecured Creditors of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aforesaid authorities who desire to make any representation under sub-section (5) of Section 230, shall send the same to the Tribunal with copy of such representations shall simultaneously be served upon the Applicant Companies within a period of 30 (Thirty) days from the date of receipt of such notice, failing which it would be deemed that they have no representations to make on the proposed arrangement/ proposal. Para 30: The Applicant Companies shall also serve notice upon other sectoral regulators as may be applicable to the Applicant Companies pursuant to section 230 (5) of the Companies Act, 2013 and as per rule 8 of the Companies (Compromises, Arrangements & Amalgamations) Rules, 2016. If no response is received by the Tribunal from such sectoral regulators within 30 days of the date of receipt of the notice, it will be presumed that such sectoral regulators have no objection to the proposed Scheme. Para 31: The Applicant Companies shall host the notices on their respective websites, if any. Para 32: The Applicant Companies shall file a compliance report with the Registry in regard to the directions given in this Order. 5. The Petitioners have submitted that pursuant ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ouza Ulubari, Village-Noonmati, in the district of Kamrup (M), Guwahati, Assam. There is no system of identification of land by "block number" or "Plot No." under the jurisdiction of Kamrup (M), Guwahati. A particular place is identified by house no. being allotted by the Guwahati Municipal Corporation (GMC). Para 7: That the deponent further states that no liquidation proceedings are pending against any of the companies before any authorities, Court, Tribunal etc. Para 8: That none of the promoters is declared as ineligible for adopting resolution under the Scheme of Amalgamation. 9. Again pursuant to order dated 04.08.2021, the Petitioners vide affidavit dated 16.09.2021 have made the following clarifications: Para 4: That this Hon'ble Tribunal vide order dated 04.08.2021 had directed to open website of the petitioner company and to host notices in the official website. Accordingly, official website of the companies could be launched on 25th August, 2021. Respective, notices are accordingly hosted on the website of the petitioner company. Para 5: That the Hon'ble Tribunal further directed to publish notice of hearing in two newspaper, namely, the Assam Tribune and Dainik ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... every 500 equity shares of Rs. 10 each held by them in Transferor Company 3. Para 6: That the appointed date of the Scheme is the 1st Day of April, 2020. Para 11: That as per Clause 11 of Part-IV of Scheme, upon the scheme becoming effective and with effect from the Appointed Date, the authorized share capital of the Transferor Companies shall stand transferred to and be amalgamated with the authorized share capital of the Transferee Company. Para 12: That the Hon'ble, Guwahati Bench in Para 28 of its order dated 20.01.2021 said that "considering the consent affidavits filed on behalf of the shareholders, secured creditors as well as by the majority in debts value of unsecured creditors of the Applicant Companies to approve the proposed Company Scheme and by waiving their rights to participate in such meeting, the meetings of the Shareholders, Secured and Unsecured Creditors of the Applicant Companies are hereby dispensed with." Para 13: That the Official Liquidator, Gauhati High Court has not received any compliant against the proposed scheme of amalgamation from any person/party interested in the scheme in any manner till the date of filing of this report. Further, no com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . (f) The Hon'ble Tribunal may kindly direct the Petitioners to file an affidavit to the extent that the Scheme enclosed to the Company Application and Company Petition are one and same and there is no discrepancy or no change is made. (g) The Petitioners under provisions of Section 230(5) of the Companies Act, 2013 have to serve notices to concerned authorities which are likely to be affected by the Amalgamation or arrangement. Further, the approval of the Scheme by the Hon'ble Tribunal may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such authorities shall be binding on the Petitioner Company(s) concerned. 12. In the light of the above given facts and circumstances of the present company scheme petition, We perused the salient features, rationale and objects of the proposed company scheme of amalgamation, which has been annexed and form part of the present company petition. We duly considered the same in the light of well settled legal position that the Tribunal may examine the reasonableness of the Scheme. It should be fair and equitable. The approval of a Scheme by its statutory majority itself is a st ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ect of the Transferor Companies. The said fees to the Official Liquidator shall be paid by the Transferee Company within four weeks from the date of issuance of certified copy of the Order by the Tribunal. 16. The legal fees and expenses of the office of the Regional Director are quantified at Rs. 25,000/- (Rupees Twenty Five Thousand) in respect of the Petitioner Companies. The said fees to the Regional Director shall be paid by the Transferee Company within four weeks from the date of issuance of certified copy of the Order by the Tribunal. 17. Filing and issuance of drawn up orders are dispensed with. All concerned authorities to act on a copy of this order along with the Scheme of Amalgamation duly authenticated by the Registrar of this Tribunal. The Registrar of this Tribunal shall issue the certified copy of this order along with the Scheme of Amalgamation immediately. 18. The petitioner companies are further directed to lodge a copy of this order, the schedule of immovable assets of the Transferor Companies as on the date of this order and the Scheme duly authenticated by the registrar of Tribunal, with the concerned Superintendent of Stamps, for the purpose of adjudicati ..... 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