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TMI Blog2018 (8) TMI 2113X X X X Extracts X X X X X X X X Extracts X X X X ..... ny as a going concern together with all its assets and liabilities will stand transferred to and vested in the Transferee Company with effect from the Appointed Date, i.e. April 01, 2018 in terms of the Scheme of Amalgamation, duly approved by the Shareholders and Creditors of the Transferor and Transferee Company. The Board of Directors of the Petitioner Companies vide separate Board Resolutions dated 18-12-2017 have passed the resolutions and approved the Scheme of Amalgamation. 3. It is further stated that the accounting treatment proposed in the Scheme conform with the accounting standards prescribed under Section 133 of the Companies Act, 2013. The copy of the auditor's certificate is annexed as Annexure P-20 to the Petition. 4. It has also been stated in the Petition that the Scheme is not prejudicial to the interest of the equity shareholders and the creditors of the Petitioner Companies and that the Scheme will be beneficial to the Petitioner Companies and their respective shareholders, creditors, employees and all other concerned parties. 5. It has also been stated in the Petition that none of the Directors of the Petitioner Companies have any material interest in the S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... which has been annexed and marked as Annexure P-14 to the Petition. 11. That the Petition states that the Petitioner Companies in due compliance of the directions passed by the Tribunal in the Order, served a copy of the notice to the Competition Commission of India ("CCI") along with a representation submitting in detail, the reasons that the proposed amalgamation of HMI with HCIL was not required to be notified to the CCI. 12. The Petitioner Companies in the said representation dated 06- 04-2018 submitted to the CCI that the Petitioner Companies have conducted a self-assessment of notifiability of the proposed amalgamation under Sections 5 and 6 of the Competition Act, 2002 ("Act") read with the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 ("Combination Regulations") and that the same satisfies the conditions prescribed under Item 9 of Schedule I read with Regulation 4 of the Combination Regulations, and therefore the proposed amalgamation need not be notified to the CCI. 13. It was further stated in the representation that the proposed amalgamation contemplates an internal restructuring throug ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , the CCI has requested this Tribunal that before passing an appropriate order, the Tribunal may seek an undertaking from the Petitioner Companies that no approval is required to be taken from CCI for the proposed amalgamation/ Scheme. 16. That the Transferor Company in paragraph 14 and the Transferee Company in paragraph 11 of the affidavits dated 29-06- 2018 have stated and given an undertaking that no approval is required to be taken from CCI for the proposed amalgamation/ Scheme. 17. Further, as directed by this Tribunal vide its Order dated 18- 05-2018, in compliance with the section 230 (5) of the Companies Act, 2013, the Petitioner Companies had duly served the notice on Statutory Authorities, namely, the Central Government, through the Regional Director, Northern Region, Registrar of Companies, Uttar Pradesh and the Income-tax Department, the Office of Official Liquidator and an affidavit in this respect has been filed by the Petitioner Companies on 31-05-2018. 18. It has also been stated in the said affidavit dated 31-05-2018 filed by the Petitioner Companies that regarding the Order dated 18- 05-2018 passed by this Tribunal, notice was duly published once in the "Busin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er applicable sections and rules there under. 23. After such due compliance, the Petitioner Companies have made the instant petition on 01-05-2018 bearing No. C.P. No. 189/ ALD/ 2018 before this Tribunal among other things, seeking final sanction to the proposed Scheme of Amalgamation. 24. The Advocate for the Petitioner Companies has further filed an affidavit dated 03-07-2018, wherein it has been stated that no notice of intention to oppose the aforesaid Company Petition and the Scheme has been received on behalf of the Petitioner Companies. 25. Heard the arguments of the Ld. counsel for the Petitioner Companiesand perused the record. Given the above, upon considering the approval accorded by the members and creditors of the Petitioner Companies to the Scheme, and the report filed by the Regional Director, there appears no impediment to grant sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme under Section 230-232 of the Companies Act, 2013. The sanctioned Scheme shall be binding on the Petitioner Companies and on all their respective shareholders and creditors, and all other concerned persons, with effect from the Appointed Date, i.e. April 01, 201 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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