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TMI Blog2022 (1) TMI 69X X X X Extracts X X X X X X X X Extracts X X X X ..... al, Mumbai Bench. The Transferee Company is situated within the jurisdiction of this Bench. 2. The Petitioner Company filed First Motion Application bearing CA (CAA) No. 110/230-232/JPR/2020 before this Tribunal seeking the following directions: (i) To convene meeting of equity shareholders of Transferee Company through e-voting; (ii) To dispense with the meeting of secured creditors of Transferee Company; (iii) To dispense with the meeting of unsecured creditors of Transferee Company or in the alternative, issue directions to convene meeting of unsecured creditors having an individual/distinct outstanding of more than or equal to Rs. 10,00,000 as at 30.06.2020. Vide order dated 18.12.2020, the meeting of equity shareholders was directed to be held on 06.02.2021 through VC and OAVM. Meetings of secured creditors were dispensed with on receiving consent affidavits and objections were invited for unsecured creditors of the Transferee Company having a value of more than Rs. 10,00,000/-. Further, it is seen that the Petitioner Company has filed First Motion Order passed by NCLT, Mumbai Bench dated 10.11.2020 as Annexure 6 of the Petition. 3. When the petition was listed on 23. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... viii) The next date of hearing is fixed on 29.04.2021 for consideration of the approval of the Scheme of Arrangement as contemplated between the Companies and their shareholders. Due to intervening second wave of COVID-19 pandemic, the matter could not be heard on 29.04.2021. However, the matter was heard on 17.11.2021 and order was reserved. 4. The affidavit of compliance by the authorized signatory of the Petitioner Company was filed vide Diary No. 1010 dated 19.04.2021 along with attested photocopies of newspaper cuttings evidencing publication of notice in 'Economic Times' (all India Edition) in English dated 29.03.2021 and 'Dainik Bhaskar' (Rajasthan Edition) in Hindi, dated 28.03.2021. Copies of proof of service of notice to the statutory authorities, namely (a) Central Government through Regional Director (North Western Region), Ministry of Corporate Affairs, Ahmedabad; (b) Registrar of Companies and Official Liquidator, Jaipur; (c) Jurisdictional Income Tax Authority; (d) Securities and Exchange Board of India; (e) National Stock Exchange; (f) Bombay Stock Exchange; and (g) Reserve Bank of India are also part and parcel of the compliance affidavit. 5. The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e copy of order dated 16.07.2021 whereby NCLT, Mumbai Bench has approved the Scheme of Amalgamation in regards to Transferor Company. Further, the Petitioner Company has filed an affidavit vide Diary No. 266/2021 dated 27.01.2021 stating that neither the Transferor Company nor the Transferee Company satisfies the threshold limit of assets/turnover as specified under Section 5 of Competition Act, 2002; therefore it is not required to send the notice inviting representation/objections in respect of the Scheme to the Competition Commission of India. 9. The date of incorporation, authorized, issued and paid-up share capital, rationale of the Scheme have been discussed in detail in the Order disposing of the First Motion Application on 18.12.2020. 10. In compliance of the proviso to sub-section (7) of Section 230 of the Companies Act, 2013, the Petitioner Company has placed on record certificate of the Chartered Accountant dated 20.03.2020 as Annexure 16 of First Motion Application. 11. The audited financial statements of the Transferee Company as on 31.03.2021 are attached as Annexure 1 of CA No. 70/JPR/2021. 12. As per the Scheme, the Appointed Date shall mean 27.12.2019 or such o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany shall be continued by or against the Transferee Company; iv) All the employees of the Transferor Company in service on the Effective Date shall become the employees of the Transferee Company on the same terms and conditions on which they are engaged by the Transferor Company without treating it as a break, discontinuance or interruption in service on the said date; v) The Transferor Company being a wholly owned subsidiary of the Transferee Company, the Transferee Company shall not be required to issue any shares or pay any consideration in lieu of the amalgamation. Upon the Scheme becoming effective, all the equity shares issued by the Transferor Company and held by the Transferee Company shall stand cancelled without the requirement of any further act or deed for the cancellation. vi) With effect from the Appointed Date and upon the Scheme becoming effective from Effective Date, all taxes/cess/duties paid, payable, received or receivable by or on behalf of the Transferor Company including all or any refunds, credits claims or entitlements shall, for all purposes, be treated as the tax/cess/duty, liabilities or refunds, credits, claims or entitlements of the Transferee C ..... X X X X Extracts X X X X X X X X Extracts X X X X
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