2017 (11) TMI 1753

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....es under section 230 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The purpose of the company petition is to obtain sanction of the scheme of amalgamation (in short "scheme") by virtue of which M/s. ASAP Info Systems P. Ltd. (hereinafter referred to as the "first transferor company") and M/s. Nichepro Technologies P. Ltd. (hereinafter referred to as the "second transferor company") are proposed to be merged, amalgamated and vested in M/s. Teamlease Staffing Services P. Ltd. (hereinafter referred to as the "transferee company") as a going concern. 1. The details of share capital, shareholders, secured and unsecured creditors of the transferor companies are as under : Parti....

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....d the said scheme of amalgamation. 3. This Bench vide its order dated June 12, 2017 in C. A. No. 77/CAA/2017 dispensed with the convening and holding the meeting of the equity shareholders of the transferor companies under the provisions of section 230(9) of the Companies Act, 2013. Transferor company Nos. 1 and 2 are having one secured creditor each and based on the consent affidavits, the meeting of the secured creditor has been dispensed within respect of the unsecured creditors both the transferor companies have furnished the consent affidavits from unsecured creditors constituting more than 90 per cent. of the value of the unsecured credit. This has been verified and certificates to this effect has been given by chartered accountant....

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....of the transferor companies. 6. Further, the official liquidator in the report dated November 13, 2017 submitted that M/s. S. D. Raj Associates, chartered accountant (auditor) has scrutinized the books and accounts of the transferor companies. The said auditor has broadly reviewed and observed that the transferor companies have maintained and written up all the statutory books in accordance with normally accepted accounting principles and fulfilled the requirements of the Companies Act, 2013 and also the affairs of the transferor companies have not been conducted in a manner prejudicial to the interests of its members, creditors or the public. The official liquidator further submitted that as per the transferor companies have no unpaid o....

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.... contrary to public policy and not violative of any provisions of law. All the statutory requirements of sections 230 to 232 of the Companies Act, 2013 are complied with. Taking into consideration the above facts, the company petition is allowed and the scheme of amalgamation annexed with the petition is hereby sanctioned which shall be binding on the members, creditors of the transferor/transferee companies. 9. While approving the scheme as above, it is further clarified that this order will not be construed as an order granting exemption from payment of stamp duty or taxes or any other charges, if payable, as per the relevant provisions of law or from any applicable permissions that may have to be obtained, or compliances that may have....