Mohd. Sharief Tariq, Member - (1.) Under consideration is the Company Petition No. 157 of 2016 which has been transferred from the Hon'ble High Court of Madras to this Tribunal and renumbered as TP (HC)/7/CAA/2017. The Hon'ble Madras High Court has already dispensed with calling of a meeting of the equity shareholders vide its order dated 21.03.2016 in CA No. 276 of 2016. The Petitioner Company has prayed for the sanction to the Scheme of Amalgamation (hereinafter referred to as 'Scheme') of Bruker Daltonics India Private Limited (hereinafter referred as 'Petitioner/Transferor Company') having its registered office at Shakti Towers, Block-1, A2, 7th Floor, Anna Salai, Chennai- 600002 and Bruker AXS-Analytical Private Limited (hereinafter referred as 'Transferor Company 1') and Bruker India Suppliers Private Limited (hereinafter referred as 'Transferor Company 2'), as a going concern with Bruker India Scientific Private Limited (hereinafter referred as 'Transferee Company'), as a going concern, all later three Companies having its registered offices at 3, Daya Sagar, Gokuldham, Goregaon (E), Mumbai- 400063.
(2.) At the outset, it would be apposite to take stock of the background facts under which the said Scheme of Amalgamation needs determination. It is pertinent to mention herein that the Hon'ble NCLT, Mumbai bench by its Order dated 25.01.2017 has already approved a Scheme of Amalgamation filed by above mentioned Companies in the Company Petition No. 231 of 2016. It is also necessary to state that neither any objection has come before this bench to oppose the said Scheme nor any party has controverted any averments made in the Company Petition. The reports of the Evaluator (SMC Capitals Ltd.), the Registrar of Companies, Chennai and the Regional Director, Southern Region have not indicated any objection with regard to the said Scheme of Amalgamation. However, the Official Liquidator (In short, 'the OL') has only one objection with regards to the terms of issuance of the Redeemable Preference Shares as proposed in the said Scheme and we will deal this issue in later paras of this order.
(3.) The salient features of the said scheme of Amalgamation are as follows:- "Part-I deals with definitions and share capital of the Transferor Companies and the Transferee Company including Effective and Appointed date; Part-II deals with Amalgamation of the Transferor Company 1, the Transferor Company 2 and the Transferor Company 3 with the Transferee Company including transfer and vesting of undertaking, legal proceedings, Contracts, staff and employees of the Transferor Companies, declaration of dividend, treatment of taxes, saving of concluded transaction etc.; Finally, Part-Ill deals with the general terms and conditions applicable to this scheme including application to the Hon'ble Courts, filing of returns, effect of non-approval, dissolution of transferor companies, validity of existing resolution, modification to the scheme, cost & stamp duty, change of name etc.";