TaxTMI 
TaxTMI 
2021 (7) TMI 33
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....ows: (1) M/s. Transroute Televentures Private Limited (the Petitioner Company/Transferor Company No.1') was incorporated on 10.02.2009 under the provisions of Companies Act, 1956, vide CIN: U52390KA2009PTC049088 in the name and style "Procall Televenture Private Limited", thereafter the name was changed to "Transroute Televentures Private Limited" w.e.f. 15.12.2017. Its registered office is presently situated at 615/22, Bilekahalli, Bangalore - 560076. Its Authorised Capital is Rs. 10,00,000/- divided into 1,00,000 Equity Shares of Rs. 10/- each and the Issued, Subscribed & Paid-up Capital is Rs. 1,98,000/- divided into 19,800 Equity Shares of Rs. 10/- each fully paid up. The Company is carrying on the business to undertake operations relating to direct and/or indirect sales, marketing, distribution, customer support - interface that is to educate/bring awareness of consumers and undertake minor activation activities and undertake all activities and steps for the collection and other related services of iDEN technology, Digital Public Mobile Radio, Trucking Services within the territories of Republic of India, etc. (2) The Board of Directors of the Petitioner ....
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....014 and other Generally Accepted Accounting Principles, as may be applicable. (4) The Benefits for the proposed Scheme of Amalgamation is as follows: (a) Consolidation and Synergies in business operations; (b) Enhancement of the scale of operations and reduction in overheads, operational, administrative, managerial and other expenditure, operational rationalization, organizational efficiency and optimal utilization of various resources; (c) Reduce managerial overlaps, which are necessarily involved in running multiple entities. (5) It is stated that the proposed Scheme is sought to be made under the provisions of Sections 230-232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and the same if sanctioned by this Tribunal, will take effect from April 1st, 2018, the Appointed Date. (6) It is stated that no investigation proceedings are pending against the Petitioner Companies under Section 235 to 251 or any other provisions of the Companies Act, 1956 or Section 206 to 229 of the Companies Act, 2013 as may be applicable. Further there is no other investigation pending under any other law. ....
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....es involved that CCI approval is not required for the said Scheme. In this regard, the Petitioner Company has stated that Petitioner Companies do not fall under thresholds prescribed under the Competition Act, 2002 (as contained in the notification No. S.O.675(E) dated March 4, 2016). 6. The Registrar of Companies, Karnataka vide its report dated 17.10.2019 has inter alia pointed out the following observations: (1) As per Sections 232(6) of Companies Act, 2013, the scheme shall clearly indicate an appointed date from which it shall be effective, and the scheme shall be deemed to be effective from that date and not at a subsequent date. Though in the Scheme appointed date is mentioned as 01/04/2019, no effective date as such is mentioned. (2) Clubbing of Authorised Capital is not mentioned in the Scheme. In this regard, the Transferee Company shall comply with Section 232(3)(i) of Companies Act, 2013 and pay the difference fee, after setting of the fee already paid by the Transferor Company on their respective capital. Transferee Company shall give an undertaking to that effect. (3) The Transferor Company No. 1 has disclosed that during the current year....
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....ted as follows: (1) Regarding the observation No.1 made by RD, It is submitted that the said observation is correct and need not require clarification. Further, the Transferor Company No.4 is also registered in the State of Maharashtra. (2) Regarding the observation No.2 made by RD, it is submitted that the said observation is correct and need not require clarification. (3) Regarding the observation No.3 made by RD, it is submitted that the said observation is correct and need not require clarification. (4) Regarding the observation made by ROC & RD, it is submitted that the Petitioner Company had issued compulsory convertible debentures during the financial year 2017-18 and the same is in compliance with the provisions of the Companies Act, 2013. A certificate from the Auditor dated 03.12.2019 shows that the said issuance of CCDs are in Compliance with the Companies Act, 2013. (5) Regarding the observation made by the ROC & RD, it is submitted that Form CHG-9 is for creation/modification of Charge under MCA Portal. For issuance of CCD's a company needs to file Form PAS-3. In this case the Petitioner Company has already filed Form PA....
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....Mr. Manjunatha, JTA for the OL Office through Video Conference. We have carefully perused the pleadings of the Parties and the extant Provisions of the Companies Act and various Rules made thereunder and the Law on the issue. 12. We have considered the facts of the case as mentioned in the Petition, the reports of the Regional Director, MCA, the ROC as well as the comments offered by the Official Liquidator, and the relevant provisions contained in the Companies Act, 2013 and other related Acts and Rules. Wherever no response has been received from the relevant statutory authorities/regulators to whom notices were issued, it is deemed that they have no objection to the proposed Scheme. From a perusal of the material brought on record, it appears that the Scheme of Amalgamation is fair, reasonable and is not detrimental to the Members or Creditors or contrary to public policy. Further, as per the Petition, the Scheme in question will bring consolidation and synergies in business operations; enhance of the scale of operations and reduce overheads, operational, administrative, managerial and other expenditure, will lead to operational rationalization, organizational efficiency and ....
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....use a certified copy of this Order along with a copy of Scheme of Amalgamation to be delivered to the Registrar of Companies for registration in accordance with applicable rules and regulations; and (8) The acceptance of the Scheme of Amalgamation is subject to the directions that the Petitioner Company shall file all the due Statutory Returns immediately, if any; and (9) The final acceptance of the Scheme of Amalgamation is subject to the approval of the Scheme by other Benches of this Tribunal having jurisdiction over Petitioners other than Transferor No 1 whose jurisdiction alone lies with this Bench; and (10) The Petitioner Company will ensure compliance to all provisions of the Companies Act 2013, as may be applicable, and their Affidavits/Undertakings and will submit Quarterly/Annual Status Reports of such compliances through an Affidavit by Managing Director/Director of the Company along with CA/ICWA/CS Certificates till the compliance is ensured; and (11) The Petitioner Companies shall present themselves before the Registrar of Companies, within 30 days of the date of this order, for adjudication/compounding of defaults/violations/non-com....