2021 (7) TMI 444

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....rivate Ltd. (Transferee Company). 2. The Registered Offices of the Petitioner Companies are situated in the State of Kerala and therefore they are within the jurisdiction of this Tribunal. From the certificate of incorporation filed, it is evident that the Transferor Company was incorporated on 01.03.2002 under the name and style of Cochin Surfactants Private Limited and the Transferee Company was incorporated on 15.11.2004 under the name and style of M FAR Carbons Private Limited and its name was changed to the present name of Active Char Products Private Limited on 05.10.2006 under the Companies Act, 1956. 3. The Petitioner Companies have approved the said Scheme of Amalgamation by passing separate Board Resolutions dated 08.07.2019....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....ion of improvements to its current business and operating model; (iv) Reduction of operating and compliance costs; (v) Increase intrinsic shareholder value; (vi) Optimization and better monitoring of treasury; (vii) Economies of scale and control over the Group; (viii) Flexibility and robustness in structure to accommodate future business plans, acquisitions and fund raising; and (ix) Overall ease of doing business. 8. Vide order dated 17.02.2020 this Tribunal appointed Shri P.D. Vincent, PCS as Chairperson to conduct the meeting of the Shareholders and Creditors of the Petitioner Companies in the Scheme proposed for Amalgamation. The Chairman has already filed his Report. The summary....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

.... materials placed on record, the Scheme of Amalgamation annexed with the CP(CAA)/06/KOB/2020 appears to be fair and reasonable and does not violate any provisions of law and is not contrary to public policy. 13. Since all the requisite statutory compliances have been made under Sections 230 and 232 of the Companies Act, 2013, this Tribunal finds that the Scheme of Amalgamation annexed with the petition can be sanctioned and made absolute in terms of the prayer in the said Company Petition. 14. For the aforesaid reasons, the Scheme is sanctioned, which shall be binding on the Shareholders, Creditors and employees of the Petitioner Companies. The appointed date of the Scheme is fixed as opening hours of 1st April, 2019 for Cochin Surfac....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....ssociation (MoA) and Articles of Association (AoA) with the Registrar of Companies, Kerala and strictly comply with the provisions of Section 232(3)(i) of the Companies Act, 2013. 21. Let the Deputy Registrar of this Tribunal draw up necessary Order in Form No. CAA 7 of the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016, with such necessary variations. The schedule of properties shall be furnished by the Transferor Company to the Deputy Registrar of the Tribunal in accordance with Form CAA 7 of Companies (Compromises, Arrangements and Amalgamation) Rules, 2016, within 4 weeks of receipt of this Order. 22. The Petitioner Companies or other persons interested shall be at liberty to apply to this Tribunal in the above....