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TMI Blog2018 (12) TMI 1544X X X X Extracts X X X X X X X X Extracts X X X X ..... nction of the scheme. 3. The transferor companies were incorporated as three separate wholly owned subsidiaries of transferee company for the expansion plans of the transferee company. 4. The transferee company is presently engaged in the business of manufacturing, production, trading of various chemicals, related products and allied activities for the various industries, consumers and end users. 5. The merger of the transferor companies with the transferee company would, inter alia, have the following benefits : (i) achieving operational and management efficiency by way of consolidation of business ; consolidation and simplification of the group structure ; (ii) lesser regulatory and legal compliance obligations including accounting, reporting requirements, statutory and internal audit requirements, tax filings, company law requirements at present to be carried out by the transferor companies and the transferee company. 6. The authorised share capital of transferor company No. 1 is Rs. 1,00,00,000 comprising of 10,00,000 equity shares of Rs. 10 each. The issued, subscribed and paid-up share capital is Rs. 5,00,000 comprising of 50,000 equity shares of Rs. 10 each. 7. The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ies in the scheme has not mentioned about the treatment of tax under section 2(1B) of the Income-tax Act, 1961. In this regard the petitioner-companies have to undertake to comply with the same. (4) The petitioner-companies not submitted copy of the petition, minutes of order of the hon'ble National Company Law Tribunal Chairman's report of the meeting and further notice under section 230 sent by all companies have not served to the directorate. In this regard the petitioner to undertake, submit the same for the record of the Regional Director. (5) Certificate stating that the accounting treatment, if any, proposed in the scheme of compromise or arrangement is in conformity of accounting standards prescribed under section 133 of the Companies Act, 2013 read with rules not submitted. In this regard the petitioners to undertake to submit the same. (6) The petitioner in clause 12 of the scheme has, inter alia, has mentioned that all assets and liabilities will be recorded at book value of accounting for the amalgamation but not mentioned about which accounting standard will be followed along with the method to be adopted in compliance of the Companies Act, 2013. (c) Ap ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es and certificate issued by the statutory auditors of all the four joint petitioners was also attached as an exhibit Y in the said Joint Company Scheme Petition No. 1099 of 2017. Further in addition to compliances with the applicable Accounting Standards, the transferee company undertake to pass such accounting entries as may be necessary in connection with the scheme of amalgamation to com ply with other applicable Accounting Standards. (h) Apropos observation of the Regional Director, as stated in para graph IV(6) of the report is concerned, learned counsel for the petitioners undertake that it will comply with Accounting Standards AS14 with AS5 or IND AS103 with IND AS8 and other applicable Accounting Standards for mentioning all assets and liabilities at book value for the purpose of amalgamation and in compliance of the Companies Act, 2013. (i) It is further stated that, the official liquidator has filed its report on January 3, 2018 stating therein that save and except as stated its observations for the second petitioner-company, the third petitioner-company and the fourth petitioner-company as stated at paragraphs 9, 10 and 11 of pages 21 to 23 of its report and some ob ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ,050 per sq. meter against the allotment price of Rs. 1,440 decided by GIDC Estates which is effective from April 1, 2016. We have not been provided any valuation report or any other basis for arriving at this value and hence the correctness of the same cannot be commented upon by us. Observation for transfer company No. 3 : We have observed that the transaction for sale of land has been done at a value of Rs. 1,173 per sq. meter against the allotment price of Rs. 1,070 decided by GIDC Estates which is effective from April 1, 2016. We have not been provided any valuation report or any other basis for arriving at this value and hence the correctness of the same cannot be commented upon by us." (j) Apropos observations of the official liquidator are concerned, learned counsel for the petitioner-companies submits that, the transferee company being the holding company of the second petitioner-company, the third petitioner-company and the fourth petitioner-company, confirms that the transferee company incorporated its three wholly owned subsidiaries on May 8, 2007, May 17, 2007 and January 13, 2010 and subsequently invested a substantial sum in the said three wholly owned subsidia ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bsequently, this Bench hereby directs petitioners to comply with the provisions/ statements which the petitioners undertakes herein. (c) The clarifications given by learned counsel for the petitioner-companies to the observations made in the report of the official liquidator are considered by this Bench and those are hereby accepted. Subsequently, this Bench hereby directs petitioners to comply with the provisions/statements, which the petitioners undertakes herein. (d) Since the entire issued, subscribed and paid-up share capital of the transferor companies is held by the transferee company, no consideration shall be issued after this scheme becomes effective. The shares held by the transferee company shall stand automatically cancelled. (e) The transferor companies shall be dissolved without winding up. (f) The petitioner-companies to lodge a copy of this order and the scheme duly authenticated by the Deputy Director, National Company Law Tribunal, Mumbai Bench, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of receipt of the order. (g) The petitioner-companies are direc ..... X X X X Extracts X X X X X X X X Extracts X X X X
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