- (1.) Under adjudication is a Company application CA/217/CAA/2017 that has been filed in the matter of the Scheme of Amalgamation. Counsel for the applicant (M/s. Stanes Agencies Limited - Transferor Company) stated that the Transferor Company is a wholly owned subsidiary of the Transferee Company, M/s. T.Stanes and Company Limited and are part of Ihe same group of unlisted public companies. The Scheme will not thus be prejudicial to the interest of the Creditors of the Transferor Company or the Transferee Company, since no compromise is entered into between them and all the said liabilities would stand vested unto the Transferee Company without any compromise. The Transferor Company and Transferee Company through their application under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, have prayed for seeking directions for: a) dispensing with the convening and holding of the meeting of the Equity shareholders, Secured and Unsecured Creditors of the Transferor Company and filing of company petition. b) dispensing with the filing of application/petition by the Transferree Company under the provisions of Sec.230 to 232 for the purpose of amalgamation of the Transferor Company with its 100% Holding Company M/s. Stanes Agencies Limited - Transferor Company. The transferor company is wholly owned subsidiary of Transferee company alongwith 6 shareholders whose particulars are given at page 88 of the typed set, certified by M/s. Fraser & Ross, Chartered Accountants and they have given their consent to the said scheme of amalgamation by way of consent affidavits, which are placed from Pages 90 to 103 in the typed set. Hence, holding of the meeting of the Equity shareholders of the Transferor Company is dispensed with.
(2.) There are no secured creditor and unsecured creditor in the transferor company and certificate issued by M/s. Fraser & Ross, Chartered Accountants is placed at page 104 & 105.
(3.) Looking to the prayers made in the application in relation to the scheme of amalgamation, this Bench is inclined to issue notice to the Regional Director, Ministry of Corporate Affairs, ROC concerned, Income Tax authorities. As the company is an unlisted Public Company, there is no requirement to send notice to SEBI and other stock exchanges. The Applicants have to file an affidavit that they are exempted under the Competition Act and Regulations. Otherwise, they should approach CCI for necessary clearance. The authorities are directed to make objections/representations, if any, within 30 days from the date of the receipt of notice. In case no objection/representation is received within the stipulated time it shall be deemed that they do not have any objections.;