H.P. Chaturvedi, Member - (1.) The present company petition is filed for the sanctioned of proposed scheme of amalgamation between Sopra India Private Limited (amalgamated company) and Steria India Ltd. (amalgamating company) and among their respective shareholders and creditors. The present petition was originally filed before the Hon'ble High Court of Allahabad bearing Company Petition No. 34 of 2016 as first stage motion petition, the Hon'ble High Court, Allahabad after hearing the parties passed an order dated 17.11.2016 dispensing with the requirement of convening with the meeting of its equity shareholders and unsecured creditors of petitioner amalgamated company. The Court also pleased to pass an order dated 02.12.2016 by listing the present petition for hearing along with earlier application No. 34 of 2016 on 19.01.2017. The Hon'ble High Court further directed the applicant to make publication of general notice of hearing in the Newspapers "Financial Express (English Edition) published from Delhi and Rashtriya Sahara (Hindi Edition) published from Noida, it also directed to make service of notice of this petition to the Regional Director (MCA) Northern Region, New Delhi and Registrar of Companies, Kanpur Nagar, Uttar Pradesh pursuant to Section 394-A of the Companies Act, 1956.
(2.) Later on pursuant to the provisions of Section 434 (1) of the Companies Act, 2013, the present company petition came to be transferred to this Bench of the NCLT.
(3.) The petitioner company further file an affidavit dated 20.12.2016 before this Tribunal about of proof of service confirming that in compliance of the Hon'ble High Court, Allahabad order dated 02.12.2016 notices were duly published on 16.12.2016 in the Financial Express and newspaper on 16.12.2016 in the Rashtriya Sahara further service of present petition have also been made to Regional Director of Company Ministry of Corporate Affair, Northern Region as well as to the Registrar of the Companies. Thus the order/direction issued by the Hon'ble High Court, Allahabad in respect of the present company petition are duly complied with. The petitioner company also enclosed a copy of the paper publication made and reported further that till date of filing of affidavit no notice of any objection to the scheme was received from any person in the office of the Advocate of the petitioner company further it is reported that no notice of objection is received either by the Registry of the Hon'ble High Court, Allahabad before the transfer of this case to the Tribunal are before the Registry of this Tribunal. Thus it may be seen that no such notice or objection has been received against the present company petition for sanction of the proposed scheme. It is also a matter of record that pursuant to the notice issued Regional Director and ROC, the OL representing the RD/ROC submitted an affidavit of the Regional Director, Northern Region dated 07.03.2017 before this Tribunal. Wherein, he has deposed inter alia pointing out such fact that in the petitioner company 99.99986 share of the transferee company are held by Steria U.K. Pvt. Ltd. which is situated at United Kingdom. The petitioner companies have stated that there will be no change in post amalgamation and this U.K. company will hold same percentage of share of the transferor company. Therefore, the petitioner companies may be directed to comply with the applicable provisions of FEMA/SBI guidelines. That apart the RD has also pointed out about some observation made auditors report for the year 31.01.2015 about pending case of income tax of transfer company in the Income Tax Appellate Tribunal (ITAT) and Hon'ble High Court. Such facts has been brought to the notice of the Income Tax Authorities vide RD's office letter dated 22.02.2017 and further reminder dated 02.03.2017 but its office did not receive any specific comments/observation from the Income Tax Authorities till the date of filing of affidavit. The RD also referred to the report of ROC, Kanpur informing such that in the auditors report for year ending 31.12.2013 and 31st December 2014, it has been stated that there has been no qualification in such report. The auditor also observed that though there have been slight delay in few cases but as per the examination of the books of the accounts and explanation given to the auditors the undisputed statutory dues in respect of the Provident Fund, Education, Production Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess have generally been regularly deposited with the appropriate authorities and as per the information available no undisputed amount payable in respect of the above mentioned dues.;