TMI Blog2022 (1) TMI 267X X X X Extracts X X X X X X X X Extracts X X X X ..... S. Ramathilagam, J. Member (J) 1. The hearings of these Petitions have been conducted through a video conferencing platform. 2. TIL Nutraceuticals Private Limited (for brevity Transferor Company ) and Tablets (India) Limited (for brevity Transferee Company ) in their Board of Directors meeting held on 25th January 2020 and 28th January 2020 have accorded their approval for the Scheme of Amalgamation (hereinafter referred to as Scheme ) as contemplated between the Petitioners companies the Scheme is commonly annexed as Annexure '5' to the typed sets filed along with the Petitions. 3. 1st Motion Application - In Brief The Transferor Company had filed the First Motion Application vide CA/807/CAA/2020 sought directions for dispensation of the meeting of the Equity Shareholders, Secured Creditor and Unsecured Creditor. The Transferee Company had filed the First Motion Application vide CA/858/CAA/2020 sought directions for, the dispensation of the meeting of Secured Creditors and convening, holding and conducting the meeting of the Equity Shareholders and the Unsecured Creditors. Based on such applications moved under Sections 230-232 of the Companies Act, 201 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Business Standard , English (All India Edition) and Dina Mani (Tamil Nadu Edition). 6. In compliance with the said directions issued by this Tribunal, the Petitioner Companies have filed an affidavit of service in relation to the compliance of the order passed by the Tribunal as noted above and a perusal of the same discloses that the Petitioner Companies have effected paper publication as directed by the Tribunal in one issue of Business Standard (All India Edition) in English and Dina Mani (Tamil Nadu Edition) on 20.10.2021. It is also seen that notices have also been served to (i) The Regional Director, Southern Region, Chennai on 08.10.2021, (ii) Registrar of Companies Chennai on 08.10.2021, (iii) Income Tax Department on 08.10.2021, (iv) Official Liquidator on 08.10.2021 and the proof of the same by way of affidavits has been enclosed in the affidavit of service filed by the Petitioners. Further, the Petitioner Companies have also given undertaking that the Scheme of Amalgamation proposed to be entered into between the Transferor Company and the Transferee Company does not fall under the required threshold limit as prescribed under Section 5 and 6 of the Competition A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ting of the members and the directors were also reviewed. The company closes its books of accounts every year on 31st March. The Auditor Report is not qualificatory in nature. The books on records of the Transferor Company are maintained at the Registered Office of the Company and the Registers maintained were also scrutinized. Further, it was observed from the scrutiny that: a) As per financial statements, there is no overdue amount payable towards PF and ESI. b) The Transferor Company has filed various returns with the Registrar of Companies generally in time and wherever there has been a delay, additional fees has been paid as per requirements. c) As per the information given, no case is pending against the Company or any of its Directors/Officers and no prosecution has been launched under any of the sections of the Companies Act against the Transferor Company or any of its Directors. d) The Transferor Company has not accepted deposits from the public. Hence the question of commenting on the compliance of the directions of the Reserve Bank of India relating to deposits does not arise. e) The Transferor Company is regular in filing its income tax returns. f) Wit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d the Accounting Treatment contained in the proposed Scheme of Arrangement is in compliance with the applicable Indian Accounting Standards. The Certificates issued by the Statutory Auditors certifying the Accounting Treatment of the Petitioner Companies are placed in Annexure 17 of the Transferor Company and Annexure 7 of the Transferee Company in their respective typed sets filed along with the Petitions. 10. Observations of this Tribunal 10.1. After analysing the Scheme in detail, this Tribunal is of the considered view that the scheme as contemplated amongst the petitioner companies seems to be prima facie beneficial to the Company and will not be in any way detrimental to the interest of the shareholders of the Company. In view of the absence of any other objections having been placed on record before this Tribunal and since all the requisite statutory compliances having been fulfilled, this Tribunal sanctions the Scheme of Arrangement commonly appended as Annexure 5 with the Company Petitions as well as the prayers made therein. 10.2. The Learned Authorized Representative for the Petitioner companies submitted that no investigation proceedings are pending against t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... allot to such members of the Transferor Company, as have not given such notice of dissent, as is required by Clause 12.1 of Part III of the SCHEME herein the shares in the Transferee Company to which they are entitled under the said SCHEME. (vii) That the Transferee Company shall file the revised Memorandum and Articles of Association with the Registrar of Companies, Chennai and further make the requisite payments of the differential fee (if any) for the enhancement of authorized capital of the Transferee Company after setting off the fees paid by the Transferor Company. (viii) That the Transferor Company and the Transferee Company, shall within thirty days of the date of 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 registered with him on the file kept by him in relation to all the Transferee Company and the files relating to both the said companies shall be consolidated accordingly. (ix) That any person interested shal ..... X X X X Extracts X X X X X X X X Extracts X X X X
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