TMI Blog2023 (1) TMI 748X X X X Extracts X X X X X X X X Extracts X X X X ..... powered to reject the Petition, seeking approval of the Scheme. Before the sanctioning of the Scheme, under Section 230 of the Companies Act, no action ought to be pending against the Company, by any Public Authority. The contention of the Learned Counsel for the Appellant that I.A. 2 / 2021, seeking change of date was kept pending, has also been addressed to by the Tribunal, in the impugned order and the same has not been approved or dealt with on account of the multiple objections, raised by the Regional Director and the Official Liquidator, which were not been complied with, to the subjective satisfaction of the respective Statutory Authorities. This Tribunal, does not find any ground(s), to interfere with the well-reasoned Order of the Tribunal (NCLT), especially, keeping in view that a Liberty was indeed granted to the Appellants herein, to file a Petition afresh rectifying the irregularities, pointed by the concerned Authorities - Appeal dismissed. - Comp. App. (AT) (CH) No. 95/2022 & I.A. Nos. 797 & 798/2022 & Comp. App. (AT) (CH) No. 96 of 2022 & I.A. No. 800/2022 - - - Dated:- 18-1-2023 - [ Justice M. Venugopal ] Member ( Judicial ) And [ Ms. Shreesha Merla ] Mem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... /230/HDB/2019 before the NCLT seeking sanctioning of the Scheme. It is submitted that vide Order dated 11.08.2019 NCLT had admitted a Company Petition and directed the Appellant to publish the date of final hearing by advertising and directed the Appellant to Issue Notices and serve the relevant Statutory Authorities, namely the Regional Director, Ministry of Corporate Affairs ( MCA ), Registrar of Companies ( RoC ), the Official Liquidator and the Income Tax Department. It is stated that the second Respondent namely, the RoC Hyderabad had issued a notice dated 01.08.2019, seeking various clarifications and documentary proof to which a detailed Reply along with the requisite documents were filed on 31.12.2019. The first Respondent/the Regional Director South Eastern Region ( SER ), MCA, Hyderabad had also issued a notice dated 18.11.2019, for which the Appellant had given a very detailed Reply on 24.01.2020. The first Respondent filed a Report by way of an Affidavit before the NCLT on 29.10.2019, and its second Report on 24.01.2020 and third Report on 11.03.2020. Likewise, the second and third Respondents have also filed their Reports before the NCLT and correspondence was exchange ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... heme before this Tribunal. 2. On 23.08.2021, the counsel for the Petitioner Company had filed an IA No.2/2021 before this Hon'ble tribunal wherein (para 4) it has been stated that Hon ble NCLT, Mumbai Bench vide its Interim Order dated 26:02.2021 in CP (CAA)/1027/2020/MB in CA(CAA)1554/2018/MB has directed the Transferee Company to change the appointed date of the Scheme of Amalgamation from 01.04.2018 (old appointed date) to 01.04.2020 (modified appointed date). As per the attendance cum order sheet dated 09.12.2021, the Hon ble Tribunal has directed to file a memo confirming no objection. Directorate is of the view that the Petitioner Company may not merely, change the appointed date from 01.04.2018 to 01.04.2020, as there are certain observations of the Directorate as stated below: i. As per the provisions of Section 230 of the Companies Act, 2013 r/w Rule 6 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 clearly states that where an application is made to the Tribunal under Section 230 for sanctioning of a scheme involving merger or amalgamation requiring valuation report shall be made by a Registered Valuer as per the provisions laid down u ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... holders are foreigners. 5. The Hon'ble Tribunal may be pleased to dispose of the petition, directing the Petitioner Company to file a fresh Scheme after filing their due Statutory Return and also to issue directions for the observations as made in the affidavit dated 11.03.2020 filed before the Hon'ble Tribunal on 12.03.2020. 8. It is also relevant to detail the observations made by the Official Liquidator , vide their Additional Affidavit dated 09.11.2021: i. As per the Financial Statements as at 31.12.2019 and 31.03.2020, the Transferor Company is a loss-making company. ii.The Transferor Company filed IA along with modified Scheme for change of Appointed date from 01.04.2018 to 01.04.2020. However, the share capital is not updated as on revised appointed date (i.e., 01.04.2020) and remained the same as on old appointed date (i.e., 01.04.2018). 9. Keeping in view the aforenoted observations, whereby the Statutory Authorities , had sought clarifications from the Appellant Company herein, this Tribunal , do not find any irregularity or infirmity , in the directions passed by the Tribunal ( National Company Law Tribunal ). The ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
