w w w . L a w y e r S e r v i c e s . i n



M.K. Eco Power Private Limited & Others


Company & Directors' Information:- ECO INDIA PRIVATE LIMITED [Active] CIN = U51505HR2015FTC057017

Company & Directors' Information:- MK ECO POWER PRIVATE LIMITED [Active] CIN = U40104KA2011PTC061715

Company & Directors' Information:- G. J. ECO POWER PRIVATE LIMITED [Active] CIN = U40108KL2016PTC040055

Company & Directors' Information:- ECO POWER PRIVATE LIMITED [Active] CIN = U40105MH1999PTC122816

Company & Directors' Information:- D. N. ECO PRIVATE LIMITED [Active] CIN = U37200MH2019PTC335147

    CP (CAA) Nos. 25, 28/BB of 2019

    Decided On, 04 February 2020

    At, National Company Law Tribunal Bengaluru

    By, THE HONOURABLE MR. RAJESWARA RAO VITTANALA
    By, JUDICIAL MEMBER & THE HONOURABLE MR. ASHUTOSH CHANDRA
    By, TECHNICAL MEMBER

    For the Appearing Parties: V.M. Shrisha, PCS, Prema Hatti, Central Govt. Standing Counsel, K. Nagaraj, J. Elangovan, Advocates, Ganesh R. Ghale, Standing Counsel for Income Tax.



Judgment Text


1. These Company Petitions were jointly filed by the Petitioner Companies under Sections 230 to 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 by, inter alia, seeking that the Scheme of Arrangement be sanctioned by this Hon’ble Tribunal so as to be binding on the Petitioner Companies and their respective shareholders and creditors, etc.

2. Brief facts of the case, as mentioned in the Company Petitions, are as follows:

(1) M/s. M K Eco Power Private Limited (hereinafter referred to as ‘Petitioner/Transferor Company’) was incorporated on 19.11.2011 under the Companies Act, 1956 with CIN: U40104KA2011PTCO61715 and having its registered office situated at No.389, Kaveri Layout, M.B. Road, Sriangapatna, Mandya District, Karnataka-571438. Its present Authorized Share Capital is Rs.25,00,000/- divided into 2,50,000 Equity Shares of Rs.10/- each and the Issued, Subscribed and Paid-up Capital is Rs.7,87,000/- consisting of 78,700 Equity Shares of Rs.10/- each. Its in objects inter alia are to ‘carry on in India or elsewhere the business to generate, receive, produce, improve, buy, sell, resell, trade, acquire, use, transmit, accumulate, employ, distribute, develop, handle, protect, supply and to act as agent, broker, representative, consultant, collaborative or otherwise to deal in electrical and electronic power, etc.

(2) The Board of Directors of the Transferor Company at their meeting held on 02nd July, 2018 for approval of Scheme under Sections 230 to 232 of the Companies Act, 2013 have approved and adopted the Scheme of Merger. The Transferor Company had, inter alia, resolved the following (Page No.111 of the Petition):

“EXTRACTS OF THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF M K ECO POWER PRIVATE LIMITED HELD ON 02ND DAY OF JULY 2018 FROM 12.30 PM TO 1.30 P, AT THE REGISTERED OFFICE OF THE COMPANY

Approval of Scheme of merger with MK Agrotech Private Limited and authority sign and execute all related documents

RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of Companies Act, 2013 and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and shall include any statutory modifications, re-enactments or amendments thereof and enabling provisions in the Memorandum and Articles of Association of the transferor and transferee Companies and subject to the requisite approval of all the equity shareholders as well as all classes of creditors of the Company, any other regulatory body if applicable or as may be required, of the respective companies and subject to the sanction of the National Company Law Tribunal (‘NCLT’) or such other competent authority, as may be applicable, the Scheme for the purpose of amalgamation (“the Scheme”) between MK Eco Power Private Limited (Transferor Company) with MK Agrotech Private Limited (Transferee Company) and their respective shareholders and creditors providing for amalgamation of Transferor Companies with the Transferee Company M K Agrotech Private Limited with effect from the appointed dated of 1st April, 2018 as per the terms and conditions mentioned in the Scheme submitted to the Board and initialed by the Chairman for the purpose of identification be and is hereby approved.”

And the same has been brought before this Tribunal for approval under Sections 230 to 232 of the Companies Act, 2013.

(3) M/s M K Agrotech Private Limited (hereinafter referred to as ‘Petitioner/Transferee Company’) was incorporated on 26.06.1995 as a Private Limited Company under the Companies Act, 1956 with CIN: U11100KA1995PTCO18144 and having its registered office situated at MB Road, Srirangapatna, Mandya District, Karnataka-571438. Its present Authorized Share Capital is Rs.1,20,00,000/- divided into 12,000 Equity Shares of Rs.1,000/- each and the issued, Subscribed and Paid-up Capital is Rs.99,00,000/- divided into 9,900 Equity Shares of Rs.1,000/- each. Its main objects inter alia are to ‘carry on the business of extraction and manufacture of edible, non-edible or industrial oils, their extractions, etc.

(4) The Board of Directors of the Transferee Company at their meeting held on 02nd July, 2018 for approval of Scheme under Sections 230 to 232 of the Companies Act, 2013 have approved and adopted the Scheme of Merger. The Transferee Company had, inter alia, resolved the following (Page No.109 of the Petition):

“EXTRACTS OF THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF MK AGROTECH PRIVATE LIMITED HELD ON 02ND DAY OF JULY 2018 FROM 10AM TO 11 AM AT THE REGISTERED OFFICE OF THE COMPANY.

Approval of Scheme of merger with M K Eco Power Private Limited

RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions if any of the Companies Act, 2013 and shall include any statutory modifications, re-enactments or amendments thereof and enabling provisions of the Memorandum and Articles of Association of the transferor and transferee companies and subject to the requisite approval of the equity shareholders and creditors of the Company, any other regulatory body, if applicable or as may be required, of the respective companies and subject to the approval of the Bengaluru Bench of the Hon’ble National company Law Tribunal (‘NCLT’) or by any regulatory or other competent authorities, the consent of the Board of Directors of the Company be and is hereby accorded to the Scheme of Amalgamation MK Eco Power Private Limited (Transferor Company) with the MK Agrotech Private Limited (Transferee Company) and their respective shareholders and creditors as placed before this meeting and duly initialed by the Chairman for the purpose of identification and the Scheme be and is hereby approved with effect from 1st April, 2018 being the appointed date.”

And the same has been brought before this Tribunal for approval under Sections 230 to 232 of the Companies Act, 2013.

(5) It has been stated that the amalgamation of Transferor Company with Transferee Company would inter alia have the following benefits:

i. The amalgamation will enable Transferee Company to integrate its business operations in the field of wind power generation and provide impetus to the operations of Transferee Company. The consolidation of activities by way of an amalgamation will provides seamless access to the assets (including intangible assets, licenses and intellectual properties) of Transferor Company, which will lead to synergies of operations, reduction in overheads including administrative, managerial and other expenditure, operational rationalization, organizational efficiency and optional utilization of resources.

ii. The amalgamation will enable Transferee Company to carry on the business in the vertical of wind power generation as it is one of the objectives as stated in the Memorandum of Association of Transferee Company.

iii. Significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by Transferor Company and Transferee Company.

(6) It has also been state diner alia in Clause 10 of the ‘Scheme’ that ‘for every 217 (Two Hundred and Seventeen) Equity Shares, each having a face value of Rs.10/- in Transferor Company, 1 (One) fully Paid-up Equity Share, each having a face value of Rs.1,000/- each of Transferee Company shall be issued.”

(7) Further, upon the coming into effect of this Scheme, the Shareholders of Transferor Company shall surrender their Share Certificates for cancellation thereof to Transferee Company. All the assets and liabilities recorded in the books of Transferor Company shall be transferred to and vested in the books of Transferee Company pursuant to the Scheme of Amalgamation and shall be recorded by Transferee Company at their respective book values as appearing in the books of Transferor Company.

(8) It is stated that the Appointed Date of the Scheme is 01st April, 2018.

(9) M/s. Singhi & Co., Chartered Accountants, the Statutory Auditors of the Transferee Company have issued a Certificate dated 09.10.2018 by inter alia certifying that the proposal accounting treatment as specified in Clauses 11.1 through 11.2 of part B of the Scheme dealing with the accounting treatment in the books of the Company, is in compliance with all the Accounting Standards specified by the Central Government in Section 211(3C) of the Companies Act, 1956 (which continue to be applicable in respect of Section 133 of the Companies Act, 2013) in terms of General Circular 15/2013 dated 13.09.2013 of the Ministry of Corporate Affairs.

(10) It has been stated that both the Companies are Unlisted Companies and sanctioning of the Scheme in question will be beneficial to the Transferor and Transferee Companies and as well as to its Shareholders and Employees.

(11) Authorized Signatories of both the Transferor and Transferee Companies have filed an Affidavit dated 24.06.2019 stating that no investigation/litigation proceedings are pending against the Petitioner Company under Sections 235 to 251 or any other provisions of the Companies Act, 1956 or Sections 206 to 229 of the Companies Act, 2013.

3. It is stated that the Transferor Company had filed CA (CAA) No.13/BB/2019 before this Tribunal seeking for dispensation with the meetings of Equity Shareholders, Unsecured Loan Creditors and Unsecured Trade Creditors of the Transferor Company. The Tribunal vide its Order dated 29.03.2019 has dispensed with the meetings of the Equity Shareholders and Unsecured Trade Creditors and directed to convene the meeting of the Unsecured Loan Creditors of the Transferor Company.

4. Further, the Transferee Company had filed CA(CAA) No.12/BB/2019 before this Tribunal seeking for dispensation with the meetings of Equity Shareholders, Secured Creditors, Unsecured Loan Creditors and Unsecured Trade Creditors of the Transferee Company. The Tribunal vide its Order dated 29.03.2019 has dispensed with the meetings of the Equity Shareholders, Secured Creditors, and Unsecured Loan Creditors and directed to convene the meeting of the Unsecured Trade Creditors of the Transferee Company.

5. This Tribunal vide its Order dated 03.07.2019 directed the respective Petitioner Companies to issue Notice to the Registrar of Companies, regional Director (SER), Official Liquidator, Nodal Officer, Principal Chief Commissioner of Income Tax, the Secretary, Karnataka Electricity Regulatory Commission, the Managing Director, Karnataka Renewable Energy Development Ltd., and Competition Commission of India and to file proof of the same.

6. Pursuant to the above directions, the Petitioners have filed respective Affidavits dated 15.07.2019 affirming compliance of the Order passed by the Tribunal dated 03.07.2019. Further, they have also filed respective Affidavits dated 30.10.2019 furnishing copies of the paper publication for having taken advertisement in ‘The Hindu’, an English daily Newspaper and ‘Udayavani”, a Kannada daily Newspaper on 27.10.2019 in relation to the date of hearing of the Petition.

7. The Competition Commission of India vide its letters bearing No.N-20(5)NF-131/2019/CD/9518 and No.N-20(5)/NF-130/2019/CD/9517 dated 20.08.2019 has stated that under the provisions of the Competition Act, 2002 (‘Act’), a notice for combination is to be mandatorily given to CCI subject to meeting of thresholds, in terms of combined assets or combined turnover. Further, there are certain exemptions available for which notice may not normally be given to the Commission. It is conformed that as of date the said scheme has not been filed with the Commission under the provisions of the Act and that an undertaking may be sought from the Companies involved that CCI approval is not required for the said Scheme.

8. Pursuant to the said letter, the Authorized Signatory of both the Petitioner Companies have filed an Affidavit dated 30.01.2020 inter alia stated that the Transferee and Transferor Company as an individual enterprise do not come up to the threshold limit prescribed under the Competition Act, 2002 (As enhanced by the Central Government vide notification no. SO 675 (E) dated 04.03.2016) and in terms of combined Assets of Combined turnover as amended from time to time. Thus the Petitioner Transferee Company is exempted from sending a notice of Combination to the Competition Commission of India for said scheme of Amalgamation.

9. Intimation of the proposed Scheme of Merger/Amalgamation was also sent to all relevant statutory authorities/regulators. Wherever no response has been received from the said authorities/regulators, it is deemed that they have no objection to the proposed Scheme.

10. The Registrar of Companies, Karnataka vide letter bearing No.ROCB/Legal/C.P.(CAA)NO.25/BB/2019 dated 19.08.2019 has submitted a report on Transferor Company by inter alia stating as follows:

a. Both the Transferor and Transferee companies have not filed GNL-1 attaching the Scheme.

b. As per Section 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 01.04.2018, no effective date as such is mentioned.

c. i) The Transferor Company has Related Party Transactions for Rental expenses with M/s.MK Agrotech Private Limited for Rs.12,000/- (Rupees Twelve Thousand only) each for 2016-17 and 2017-18 respectively.

ii) The Transferee Company has related party transactions for 2016-17 and 2017-18 towards.

(1) Job work service with M/s MK Engineering and M/s. N K Agro Oils Private Ltd for Rs.97,33,948/- and Rs.89,64,518/- respectively.

(2) Rental income from M/s. MK Eco Power Pvt. Ltd. for Rs.12,600/- and Rs.12,000/- and from M/s. MK Infra Holdings Pvt. Ltd for Rs.13,800/- and Rs.12,000/- respectively.

(3) Operating Lease Rent paid to Mrs. Salma Subhan Khan for Rs.1,00,000/- each for 2016-17 and 2017-18 respectively and Mr. Mohammed Imran Khan for Rs.1,50,000/- each for 2016-17 and 2017-18 respectively.

(4) Advances to suppliers as at the year-end-Receivable:

Mr. Abdul Azeez for Rs.34,17,800/- each for 2016-17 and 2017-18 respectively.

Mr. S. Abdul Ghani for Rs.52,55,864/- for 2016-17 and 2017-18 respectively.

Necessary compliance under Section 188 of the Companies Act, 2013 may be called for to the satisfaction of the Hon’ble Tribunal before the approval of the Scheme.

d. As per MCA records, the Transferee Company has four open charges.

e. The Transferee Company had average net profit of Rs.60 Crores for the last three years. The Company has not submitted copy of Directors report to verify the compliance of Section 134 R/w Section 135 of the Companies Act, 2013 and Rules made thereon. The Petitioner Company may be asked to show the compliance of the said Sections and Rules made thereon.

The Petition may be decided on merits.

11. The Regional Director, MCA, and the Registrar of Companies, Karnataka together have filed an affidavit dated 18.09.2019. In addition to what has been mentioned in the report of the ROC, he has further stated that:

As per Clause 12.1 of the Scheme regarding Clubbing of authorized capital it is mentioned that the Transferee Company shall not be required to pay any fee/stamp duty for its increased authorized share capital. In this regard, the Transferee Company shall comply with Section 232(3)(i) of Companies Act, 2013 and pay the difference of fee, after setting off the fee already paid by the Transferor Company on its Capital. Transferee Company shall give an undertaking to that effect.

12. It is seen that the Authorized Signatory of the Transferor Company has filed an Affidavit dated 07.09.2019 furnishing response to the observations of ROC by inter alia stating as follows:

(i) Both the Transferor and Transferee Companies have filed a form GNL-1 with the ROC vide SRN Nos.H63245005, H63200232 dated 08.06.2019 along with challan copies.

(ii) The Scheme clearly indicates the ‘Appointed Date’ is mentioned in Clause No.1.4 para 5 of Para A under Definitions of the Scheme in page 118 of Petition. Further, they undertake to file the IA if any modification/deletion in the Scheme is required by statutory authorities.

(iii) It is confirmed that all the related party transactions which are entered with the Transferor and Transferee Companies and other related parties for the FY 2016-17 and 2017-18 are in the ordinary course of business and at the arm’s length basis as specified under the third proviso of Section 188(1) of the Companies Act, 2013. The Transferor Company has complied all the necessary compliances under Section 188 of the Act. Further, Point No.17 and Point No.40 of Notices to Financial Statements for the year of the Independent Auditor’s Reports of the Transferor Company deals with Disclosure of Related Party Transactions.

(iv) The Transferee Company states that all the four charges are fully secured charges. Further, all these charges are created with respective banks and financial institutions against the long term financial facility for the Transferee Company.

(v) The Transferee Company had adopted the CSR Policy in line with Section 136 of the Act r/w Schedule VII to the Act and the Companies (CSR Policy) Rules, 2014. Further, Transferee Company had disclosure the adopted CSR Policy in their Board Report under the heads of CSR along with details of CSR Policy in attachment to the Board Report.

(vi) The Transferee Company confirmed that it had complied the Section 134 r/w Section 135 of the Companies Act, 2013 and Rules made thereon which are applicable to Corporate Social Responsibility.

13. It is seen that the Authorized Signatory of the Transferee Company has filed an Affidavit dated 25.09.2019 furnishing response to the observations of RD & ROC by inter alia stating as follows:

(i) Both the Transferor and Transferee Companies have filed a form GNL-1 with the ROC vide SRN Nos.H63245005, H63200232 dated 08.06.2019 along with challan copies.

(ii) The Scheme clearly indicates the ‘Appointed Date’ as 01.04.2018 under Clause No.102 para 3 and ‘Effective Date’ is mentioned in Clause No.1.4 para 5 of Part A under Definitions of the Scheme in page 116 of Petition. Further, the Scheme of Amalgamation clearly states the Appointed Date as 01.04.2018 and taking effect of the Scheme with effect from Appointed Date.

(iii) It is stated that all the related party transactions which are entered with the Transferor and Transferee Companies including Rental expenses of Rs.12,000/- each for the FY 2016-17 and 2017-18 are in the ordinary course of business and at the arm’s length basis as specified under the third proviso of Section 188(1) of the Companies Act, 2013. The Transferor Company has complied all the necessary compliances u/s 188 of the Act. Further to that, Notes to Financial Statements for the year of the Independent Auditor’s Reports of the Transferor Company deals with Disclosure of Related Party Transactions.

(iv) It is confirmed that all the Related Party Transactions entered by the Transferee Company for the FYs 2016-17 and 2017-18 towards a) Job Work with MK Engineering Private Limited b) Rental Income from MK Eco Power Private Limited and MK Infra Holdings Private Limited c) Operating Lease Rent paid to Mrs. Salma Subhan Khan and Mr. Mohammed Imran Khan d) Advance to Suppliers of Mr. Abdul Azeez and Mr. S. Abdul Ghani respectively are in the ordinary course of business and at the arm’s length basis as specified under the third proviso of Section 188(1) of the Companies Act, 2013. The Transferee Company has complied all the necessary compliances under the provisions of Section 188 of the Act.

(v) The Transferee Company states that all the four charges are fully secured charges. Further, all these charges are created with respective banks and financial institutions against the long term financial facility for the Transferee Company.

(vi) The Transferee Company had adopted the CSR Policy in line with Section 135 of the Act r/w Schedule VII to the Act and the Companies (CSR Policy) Rules, 2014. Further, Transferee Company had disclosed the adopted CSR Policy in their Board Report under the heads of CSR along with details of CSR Policy in its attachment to the Board Report.

(vii) The Transferee Company confirmed that it has complied the Section 134 r/w Section 135 of the Companies Act, 2013 and Rules made thereon which are applicable to Corporate Social Responsibility.

(viii) It is confirmed that the Scheme between the Companies is not containing any such clauses with respect to clubbing of Authorized Capital of the Companies that the Transferee Company shall not be required to pay any fees, stamp duty for increasing Authorized Capital. As per Clause 12 of the Scheme states only to the extent of Dissolution of Transferor Company as “On the Scheme becoming effective, MK Eco Power Private Limited shall stand dissolved without being wound up.” It is stated that the Transferee Company has the adequate Authorized Share Capital to issue the new shares to the Members of the Transferor Company once the Scheme is become effective hence, the Clubbing of Authorized Capitals and to comply with Section 232(3)(i) of Companies Act, 2013 by the Transferee Company will not arise. Further, the Transferee Company undertakes to pay the difference of fees or stamp duty if required to pay for increase the Authorized Share Capital after setting of the fee already paid by the Transferor Company on its capital.

14. The Regional Director, MCA has filed revised Rejoinder dated 06.11.2019 by inter alia stating as follows:

a. The Petitioner Company has submitted that GNL-1 has been filed in respect of Transferor Company and Transferee Company vide SRN No.H63245005 & H63200232 respectively on 08.06.2019.

b. Petitioner Company has stated that the effective date means the date on which certified copy of the order of NCLT sanctioning the Scheme of Amalgamation is received by the Petitioner Companies. The reply of the Petitioner Company is justified and this point is withdrawn.

c. As regards the Related Party Transactions, it was clarified that the transactions are at the arm’s length and disclosures were made in the Note to financial statements and necessary compliance of Section 188 of the Companies Act, 2013 was made. This has been noted.

d. As regards Open Charges, it was clarified that the charges were for long term financial facility for the Transferee Company and hence the same may be pursued by the Transferee Company to its logical conclusion by filling necessary forms with ROC at the appropriate time.

e. The CSR Policy is applicable to the Transferee Company and as per the information furnished the Transferee Company has complied with the provisions of Section 135 of the Act. Hence, the observation may be dropped.

f. The Transferee Company has undertaken to pay the differential Stamp Duty.

g. The company undertakes to pay the differences of fee, after setting of the fee already paid by the Transferor Company on its Capital. Hence, need not be present further.

The earlier rejoinder dated 16.10.2019 is hereby withdrawn.

15. Official Liquidator has filed OLR No.127 of 2019 dated 25.10.2019 in C.P. (CAA) No.25/BB/2019 by inter alia stating that the Official Liquidator for scrutiny of the books of accounts and records of the Transferor Company has engaged M/s. Ramraj & Co., Chartered Accountants, which after examining the affairs of the Transferor Company, has inter alia concluded as under in their report dated 03.10.2019:

“a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of scrutiny.

b. In our opinion proper books of accounts, papers, statutory registers, minutes and other related records as required by law have been kept by the Transferor Company so far as appear from our examination.

c. On scrutiny of books of accounts, paper, statutory registers, minutes and other related records of the Company and according to information and explanations given to us, we are of the opinion that the affairs of the Company have not been conducted in a manner prejudicial to the interest of the Members of the Company or public interest.’

16. We have considered the facts of the case as mentioned in the Petition, the reports of the Regional Director, MCA, in which the para wise replies of the Petitioner Companies to his observations have been duly examined, and the relevant provisions contained in the Companies Act, 2013 and other related Acts and Rules. After seeking the explanation of the Applicants on various compliances under the Companies Act, 2013, and being duly satisfied with the explanations offered, as seen supra, the Regional Director, MCA has concluded that the Scheme appears to be fair reasonable and not detrimental against the Members or Creditors of Contrary to public policy and the same can be approved. The Official Liquidator too has in his report, on the basis of the Report of M/s.Ramran & Co., Chartered Accountants stated that the books are properly maintained and that the affairs of the Company have not been conducted in a manner prejudicial to the interest of the Members of the Company or public interest.

17. We have also noted that the scheme of amalgamation has as its objectives integration of its business operations in the filed of wind power generation; consolidation of activities to provide seamless access to the assets which will lead to synergies of operations, reduction in overheads including administrative, managerial and other expenditure, operational rationalization, organizational efficiency and optional utilization of resources; carry on the business in the vertical of wind power generation; reduction in the multiplicity of legal and regulatory compliances etc., As these are clearly in the business interest of both the Transferor and Transferee Companies, we are of the view that proposed Scheme of Amalgamation deserves to be approved.

18. On a consideration of the facts of the case as mentioned in the Petition in the preceding paragraphs, which are not elaborated here again to avoid duplication and repetition, we are satisfied that the procedure specified in sub-sections (1) and (2) of section 232 of the Companies Act, 2013 has been complied with and hence the Scheme of Amalgamation, as approved by the Boards of both the Transferor and Transferee Company, is hereby sanctioned, as prayed, and in view whereof, this Tribunal passes the following further order:

(1) Sanctioning the Scheme of Merger/Amalgamation should not be construed as an order in any way granting exemption from payment of Stamp Duty, taxes or other charges, if any, and payment in accordance with law or in respect to any permission/compliance with any other requirement which may be specially required under any law, and the same shall be dealt with by the respective Authority in accordance with the extant Laws and Rules governing such Duty, taxes or other charges, as applicable; and

(2) The Transferor Company be transferred without further act or deed to the Transferee Company and accordingly, the same shall, pursuant to section 232 of the Companies Act, 2013, be transferred to and vest in the Transferee Company

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for all the state and interest of the Transferor therein, but subject nevertheless, to all the charges now affecting the same; and (3) All liabilities, including Central and State taxes, duties, levies and charges, if any, and duties of the Transferor Company, including those as may arise from this merger, be transferred without further act or deed to the Transferee Company and accordingly the same shall, pursuant to section 232 of the Companies Act, 2013, be transferred to and become the liabilities and duties of and be binding on the Transferee Company; and (4) All the proceedings now pending by or against the Transferor Company be continued by or against the Transferee Company, if any; and (5) Any liability arising from non-compliance to the provisions contained in section 135, shall stand transferred to and be the liability of the Transferee Company; and (6) The Petitioner Companies hall within thirty days of the date of the receipt of this Order cause a certified copy of this order along with a copy of Scheme of Merger/Amalgamation to be delivered to the Registrar of Companies for registration in accordance with applicable rules and regulations; and (7) The acceptance of the Scheme is subject to compliance of the following directions; a. Since the Petitioner Companies appear to have foreign shareholders, the Petitioner Companies have to comply with all the Regulations of RBI and FEMA, as may be applicable. b. Petitioner Companies shall ensure compliance with Section 188 of the Companies Act, 2013, c. Petitioner Companies shall file all the due Statutory Returns immediately, if any. (8) The Petitioner Companies will ensure compliance of their respective Affidavits and will submit Quarterly/Annual Status of compliances through an Affidavit by Managing Director/Director of the Company along with CA/CWA/CS Certificate till the compliance is ensured. (9) The Appointed Date shall be 01st April, 2018; and (10) Transferor Company or its Authorized Signatories are directed that after the completion of the process of merger/amalgamation to handover the possession of the Books of Accounts and other relevant documents of the Transferor Company to the Transferee Company for the purpose of section 239 of the Companies Act, 2013. (11) This Order is limited to the Scheme of Merger/Amalgamation, and it will not come in the way of Registrar of Companies or any other authority to take appropriate action(s) in accordance with law, for any other violations/offences, if any, committed by the Company or any of its personnel prior or during the approval of the Scheme. (12) If any of the Companies party to this Scheme contravene any of the provisions of section 232, they shall be liable to be punished with fine as contemplated in section 232(8). (13) With the disposal of this C.P, all I. As stand disposed of, if any (14) Any person shall be at the liberty to apply to the Tribunal in the above matter for any directions that may be necessary.
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