TaxTMI 
TaxTMI 
2020 (9) TMI 379
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....ector (Western Region), Ministry of Corporate Affairs, Mumbai. No objector has come before the Tribunal to oppose the Scheme and nor any party has controverted any averments made in the Petition. 3. The Petitioner Companies have approved the said Scheme by passing the Board Resolutions in their respective board meetings held on 9th December, 2019 which are annexed to the Joint Company Scheme Petition and that thereafter they have approached the Tribunal for sanction of the Scheme. 4. The Transferor Company is primarily engaged in the business of lending and financing to group companies and investment activities. The Transferee Company is a NBFC registered with Reserve Bank of India under section 45-IA of the Reserve Bank of India Act, 1934 and primarily engaged in lending and related activities. 5. The Learned Counsel for the Petitioners state that the Joint Company Scheme Petition has been filed in consonance with order passed in C.A. (CAA)/65/MB/2020 of this Tribunal. 6. Wellworth Capital Services Private Limited and Wellworth Financial Services Limited are both part of the Roha Group. The Merger of the Transferor Company with the Transferee Company would result in the follow....
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....as clarified vide circular no. F. No. 7/12/2019/CL-I dated 21.08.2019 issued by the Ministry of Corporate Affairs. c) The Hon'ble 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 Act in meetings duly held in terms of Section 230(1) read with subsection (3) to (5) of Section 230 of the Act and the Minutes thereof are duly placed before the Tribunal; d) Hon'ble NCLT may kindly direct the petitioners to file an affidavit to the extent that the scheme enclosed to Company Application & Company Petition, are one and same and there is no discrepancy/any change/changes are made, for changes if any, liberty be given to Central Government to file further report if any required; e) The Petitioners under provisions of section 230(5) of the Companies Act, 2013 have to serve notices to concerned authorities which are likely to be affected by Amalgamation. Further, the approval of the scheme by this Hon'ble Tribunal may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such Authorities is binding on the Petitioner Company....
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....panies Act,2013. Further, the Petitioner Companies through their Counsel undertake that they will comply with the provisions and requirements clarified vide circular no. F. No 7/12/2019/CL-I dated 21-08-2019 issued by the Ministry of Corporate Affairs, if required. c) As far as the observations of the Regional Director, as stated in paragraph IV (c) of the report and reproduced hereinabove is concerned, the Petitioner Companies through its Counsel states that the meeting of members of Petitioner Companies were held on 24th March, 2020 and the scheme was approved unanimously by the members as per Section 230(6) of the Act in meetings duly held in terms of Section 230(1) read with sub section (3) to (5) of Section 230 of the Act. This Hon'ble Tribunal in its order delivered in C.A.(C.A.A.)/65/2019 directed that the meetings of Secured Creditors of the Petitioner Companies were not required to be held as there were no Secured Creditors and the meeting of Unsecured Creditors of First Petitioner Company was not required to be held as there were no Unsecured Creditors in the First Petitioner Company. The meeting of Unsecured Creditors of Second Petitioner was not required to be held si....
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....the consent of the shareholders to the Scheme shall be deemed to be sufficient for the purposes of effecting this amendment, and no further resolution(s) under Section 13 and Section 16 of the Companies Act, 2013 or any other applicable provisions of the Act, would be required to be separately passed. i) As far as the observations of the Regional Director, as stated in paragraph IV (i) of the report and reproduced hereinabove is concerned, the Petitioner Companies through its counsel undertakes to protect the interest of the creditors. 9. The observations made by the Regional Director have been reproduced in Para 7 above. The clarifications and undertakings given by the Petitioner Companies have been explained in Para 8 above. The Undertaking filed by the Petitioner Companies in response to the said report, is accepted by this Tribunal. 10. The Official Liquidator has filed his report on 14th July, 2020 in the C.P. (CAA)/939/MB/2020, inter alia stating therein that the affairs of the Transferor Company have been conducted in a proper manner not prejudicial to the interest of the Shareholders of the Transferor Company and that the Transferor Company may be ordered to be dissolve....