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TMI Blog2022 (5) TMI 535X X X X Extracts X X X X X X X X Extracts X X X X ..... nanimously by the respective Board of Directors of the Petitioner Nos. 1 and 2 at their meetings held on 9th January, 2019. b. The circumstances which justify and have necessitated the Scheme and the benefits of the same are, inter alia, as follows:- i. The Transferor Companies and the Transferee Company belong to common group and common management. There are common shareholders and common directors in the Transferor Companies and the Transferee Company. The registered offices of the companies are situated at common address. In order to integrate the fields of activities of the companies and for improving overall business efficiency, to streamline administration of the Companies and in the overall interest of future growth and diversification of the business of the Companies the present Scheme is proposed to amalgamate the Transferor Company with the Transferee Companies. The scheme will be complimentary to the companies for their mutual benefit and interest, ii. The proposed Scheme will result in economies of scale, reduction in overheads and other expenses, reduction in administrative and procedural work, elimination of duplication of work, better and more productive and ef ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ders of the Petitioner Nos. 1 and 2 for considering the Scheme were dispensed with in view of all such shareholders and 100% in value of such creditors having respectively given their consent to the Scheme by way of affidavits. h. Consequently, the Petitioners presented the instant petition for sanction of the Scheme. By an order dated 16th July, 2021, the instant petition was admitted by this Tribunal and fixed for hearing upon issuance of notices to the Statutory Authorities and advertisement of date of hearing. In compliance with the said order dated 16th July, 2021, the Petitioners have duly served such notices on the Central Government through Regional Director, Eastern Region, Registrar of Companies, West Bengal, Income Tax Assessing Authority along with the Chief Commissioner of Income Tax within whose jurisdiction the assessments of the Petitioner Companies, Official Liquidator and to Competition Commission of India on 5th August, 2021 respectively. The petitioners have also published such advertisements once each in the "Business Standard" and "Aajkaal" in their issue dated 10th August, 2021. An affidavit of compliance affirmed on 6th September, 2021 in this regard has ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Rejoinder Affidavit: We take leave of the Hon'ble NCLT bench to amend Part III clause 10(a) and 10(c) of said scheme based on the valuation report as on 30.09.2018, the appointed date in lieu of the objection filed by the Regional Director, Ministry of company affairs and further Part IV clause 9 of said scheme, the amended scheme after incorporating the changes in part III Clause 10(a), 10(c) and Part IV Clause 9 shall be served to all the concerned parties, "Clause 10(a) Issue of Equity Shares to ANJALI TARDELINK PRIVATE LIMITED: Upon the Scheme becoming operative, in consideration of the transfer and vesting of ANJALI (Transferor Company) in KAMAYANI (Transferee Company) in terms of this Scheme, KAMYANI (Transferee Company) shall without any further application or deed (except as outlined elsewhere) issue and allot on proportionate basis to every member of ANJALI (Transferor Companies) whose name is recorded in the Register of Members of ANJALI (Transferor Companies) respectively, on the Record Date or his/her heirs, executors, administrators or the successors in title, as the case may be, 7097 (Seven Thousand and Nine Hundred and Seven) Equity Shares of Rs. 10/- each in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the memorandum and Articles of Association of the transferee Company as may be required under section 13, 14, 61 and 64 of the Companies Act 2013 and other applicable provisions of the Companies Act, 2013 or as the Hon'ble NCLT, Kolkata Bench, directs. The Clause V of the Memorandum of Association of the Transferee Company shall, without any further act, instrument, or deed, be and stand altered, modified, and amended pursuant to the applicable provisions of the Act accordingly by deleting/substituting the existing Clause by the new clause. The Transferee Company, if required, may file the amended copy of the memorandum of Association and with the Registrar of companies, West Bengal with the Order of NCLT, under Section 230-232 and other applicable provisions of the Companies 'Act 2013 read with relevant rules and which shall be deemed to be the Notice to the Registrar of Companies, West Bengal under section 64 of the Companies Act 2013" Copy of the Amended/Modified Scheme has been annexed and marked as Annexure A in the rejoinder affidavit. Paragraph 2(c) of the RD Affidavit Appointed date is 1st April 2018 which is much older and since all the Petitioner Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o comply with other applicable Accounting Standards such as AS-5 or IND AS-8 etc. Paragraph 7 of the Rejoinder: With reference to Paragraph 2(f) of the said affidavit, it is stated that the petitioners shall comply with other applicable accounting standards, if any. Paragraph 2(g) of the RD Affidavit: The Tribunal may kindly seek the undertaking that this scheme is approved by the requisite majority of members and creditors as per section 230(6) of the Companies Act 2013 in meeting duly held in terms of section 230(1) read with sub-sections (3) to (5) of section 230 of the said Act and the Minutes thereof are duly placed on record. Paragraph 7 of the Rejoinder: With reference to Paragraph 2(g) of the said affidavit, it is stated that the petitioners shall comply with other applicable accounting standards, if any. Paragraph 2(h) of the RD Affidavit: The 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. Paragraph 7 of the Rejoinder: With reference to Paragraph 2(h) of the said affidavit, It is state ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Transferor Companies shall be continued by or against Transferee Company, as provided in the Scheme; vi. The Transferee Company shall issue and allot shares to the shareholders of the Transferor Companies, the shares in the Transferee Company in accordance with the Scheme as amended by para 4 of the rejoinder affidavit affirmed on 15th December, 2021, and filed before this Tribunal. The Transferee Company shall ensure that there is no deviation in this regard, vii. Upon the Scheme being effective, the Transferor Companies shall stand dissolved without winding up from the effective date, viii. Leave is granted to the petitioners to file the Schedule of Assets and liabilities of the Transferor Companies in the form as prescribed in the Schedule to Form No. CAA7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 within three weeks from the date of the order to be made herein; ix. The Petitioners do each within thirty days of the date of the receipt of this order, cause a certified copy to be delivered to the Registrar of Companies for registration. 6. The Petitioners shall supply legible print out of the scheme and schedule of assets and liabiliti ..... X X X X Extracts X X X X X X X X Extracts X X X X
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