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TMI Blog2022 (11) TMI 1467X X X X Extracts X X X X X X X X Extracts X X X X ..... (6) of the Companies Act, 2013, seeking to approve the Scheme of amalgamation (hereinafter referred to as "Scheme") by and between IDFC Alternatives Limited (Transferor Company-1), IDFC Trustee Company of Company Limited (Transferor Company-2), IDFC Projects Limited (Transferor Company-3) into IDFC Limited (Transferee Company) placed at Annexure 1, page 32-60 of this application. 2. It was submitted by Ld. Counsel that the Applicant Company has filed an application before the Respondent under Section 233 of the Companies Act, 2013 r/w Rule 25 of The Companies (compromises and Arrangements) Rules, 2016 and sought approval of the above Scheme as per the provisions of Companies Act, 2013. 3. It was further submitted that the Respondent has r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing paid-up capital of 90% have not voted in favour of the Scheme as per Section 233(1)(b) of the Companies Act, 2013. 6. It was argued by the Ld. Counsel for the applicant that in Section 233(1)(b); "Section 233(1): .... (b) the objections and suggestions received are considered by the companies in their respective general meetings and the scheme is approved by the respective members or class of members at a general meeting holding at least ninety per cent of the total number of shares; ...." the absence of use of the words "total number of shares of the company" would mean the total number of shares of members attending/voting at a general meeting, not members holding 90% of the paid-up share capital of the Company, in support o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sing suitable orders as deemed fit and proper in the circumstances the case." 8. On perusal of the documents, it is seen that the Transferor Companies and the Transferee Company have Nil Secured and Unsecured Creditors certificate from Chartered Accountant to that effect is placed on page Nos. 893-916 of the typed set filed along with this application. As such no meeting of Secured and Unsecured creditors is applicable in the present case. 9. Special Resolutions dated 04.02.2022 passed by the 100% members of the Transferor Companies approving the Scheme is placed on record. It is noted from the financial statement of the Transferee Company that it has only intercorporate deposits from the related parties. 10. Advertisement of the Notice ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al Liquidator's letter dated 24.03.2022 expressing no objection to the Scheme is placed at page 1566-1568. 14. The Learned Counsel for the Petitioner Companies has stated that the Statutory Auditors of the Petitioner Companies have examined the Scheme and have certified that the Accounting Treatment contained in the proposed Scheme of Arrangement complies with the Applicable Indian Accounting Standards. The Certificates issued by the Statutory Auditors certifying the Accounting Treatment of the Petitioner Companies are placed at pages 917-918 of the typed set filed along with this application. 15. OBSERVATIONS OF THIS TRIBUNAL: 15.1. It is seen from the memo dated 27.07.2022, filed by the Applicant that various Regional Directors (R ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e sanction granted by this Tribunal will not come in the way of action being taken, albeit, in accordance with the law, against the concerned persons, directors and officials of the petitioners. 15.6. While approving the Scheme as above, it is clarified that this order should not be construed as an order in any way granting exemption from payment of stamp duty, taxes or any other charges, if any, payment is due or required in accordance with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law. 15.7. The Scheme does not require any modification as it appears to be fair and reasonable, not contrary to public policy and also not violative of any provisions of law, All t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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