TMI Blog2020 (10) TMI 700X X X X Extracts X X X X X X X X Extracts X X X X ..... the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 by inter alia seeking that the Scheme of Amalgamation of Sumangal Dealers Private Limited with Balaji Malts Private Limited be sanctioned by this Hon'ble Tribunal so as to be binding on the Amalgamating Companies and its Shareholders and all the Creditors, etc. 2. Brief facts of the case, as mentioned in the Company Petition, are as follows: (1) M/s. Balaji Malts Private Limited (hereinafter referred to as the Petitioner Company / Transferee Company) is a Private Limited Company incorporated on 11.12.1991 under the Companies Act, 1956 with Corporate Identity Number: U15494KA1991PTC012611 and is presently having its registered office at No. 8, KIADB Industrial Area, Somanahalli Village, Maddur Taluk-571429, Karnataka. Its Authorised Share Capital as at 31.03.2018 was ₹ 2,00,00,000/- divided into 2,00,000 Equity Shares of ₹ 100/- each and Issued, Subscribed and Paid-up Share Capital is ₹ 1,25,47,500/- divided into 1,25,475 Equity shares of ₹ 100/- each. Its main objects inter alia are to carry on all or any of the business of manufacturers and b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ected by the NCLT, the consent of the Board be and is hereby accorded to the Scheme of Amalgamation ('Scheme') whereby Sumangal Dealers Private Limited bearing CIN: U51909WB 2005PTC103695 (The Transferor Company) is proposed to be merged with Balaji Malts Private Limited bearing CIN: U15494KA1991 PTC012611 (The Transferee Company) in terms of the said Scheme, as placed before the Meeting and initialled by the Chairman for the purposes of identification. (5) The benefits sought to be achieved by the Amalgamation are as follows: a. The Scheme will result in integration of business operations and elimination of duplicate efforts across multiple entities. The business of the Transferor and Transferee Company can be conveniently and advantageously combined together and general business of the Companies concerned with be carried over economically and profitably under the said Scheme. It will provide the Company seamless access to the assets of the Transferor Companies. It will also result in reduction of the multiplicity of legal and regulatory compliances. b. The Scheme will be beneficial to both the Companies, its Shareholders, Creditors and other Stakeholders and the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ublication in The Hindu', an English daily newspaper and 'Kannada Prabha' a Kannada daily newspaper and to file proof of the same. 5. Pursuant to the above directions, PCS for the Petitioner Company vide Memo affirmed compliance of the Order dated 11.06.2019, and also furnished copies of the paper publication for having taken advertisement in The Hindu', an English daily newspaper and 'Kannada Prabha', a Kannada daily newspaper on 14.12.2019 with regard to the notice of hearing of the Petition and no objections from anyone has been received for the said Petition. 6. The Office of the Principal Commissioner of Income Tax-1 vide F. No. Pr.CIT-1/ Amalgamation/2019-20 dated 02.07.2019 has inter alia stated that they do not have any objection to the said Amalgamation subject to payment of outstanding demand by the Assesse Company M/s. Balaji Malts Private Limited to the tune of ₹ 8,85,030/- for various assessment years i.e. for AY 2012-13 - ₹ 38,920, for AY 2016-17-₹ 1,83,900/-, for AY 2017-18 -₹ 71,460/- and for AY 2018-19 - ₹ 5,90,750/-. Office of the Deputy Commissioner of Income Tax, Circle-1(1)(2) vide F. No. NCLT/Circle-1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d to file a certified copy of the order with the ROC, West Bengal within 30 days from the date of obtaining the same. The present status of the Transferor Company as per MCA website on date the signing of these financials is 'Active'. As per Master Data of the Transferor and Transferee Companies, e-filing Active compliance, the status is shown as ACTIVE Compliant. When Transferor Company has already been dissolved by way of an order of Hon'ble NCLT, Kolkata in November 2017 itself, the question of merger now does not arise and thus clarification may be sought in this regard. (3) The Transferee Company shall comply with Section 232(3)(i) of the Companies Act, 2013 and pay the difference fee, after setting of the fee already paid by the Transferor Company on their respective Capital. Transferee Company shall give an undertaking to that effect. (4) Transferee Company should comply with Companies (Indian Accounting Standards) Rules, 2015 (Ind AS notified u/s 133 of the Act). (5) Transferee Company has related party transactions during the year 2017-2018 and necessary compliance u/s 188 of the Act may be sought. (6) As per 2.23 of Note to the financial statement ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tandards u/s 133 of the Companies Act, 2013. (5) It is confirmed that the stated related party transactions were in the ordinary course of business and at arms-length basis, which is directly related to the performance of the concerned Related Party. Hence, they are of the opinion that they have not violated the provisions of Section 188 of the Companies Act, 2013 and do not have any objection for the ROC to initiate appropriate action in future. (6) As regards CSR spending to be done, they undertake to spend whatever quantum is required as per Section 135 of the Act as a good Corporate citizen and submit that non-compliance of CSR provisions would not adversely impact the Scheme of Merger which is under consideration. (7) As regards the Transferee Company's Share Capital, it comprises of Equity Shares of ₹ 100/- each only and the same may be verified from the audited financials too and thus the above error in the Scheme is purely clerical and unintentional. (8) As regards the Transferee Company's Share Capital details mismatch with its master data, it is stated that this error is purely clerical and unintentional and it should be read as the Transferee Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hence the Scheme of Amalgamation, as approved by the Petitioner Company, is hereby sanctioned, as prayed, and in view whereof, this Tribunal passes the following further Order: (1) The Scheme of Amalgamation (enclosed as Annexure-A to this Company Petition) is hereby sanctioned and the Appointed Date shall be 01st April, 2013. The effective date of the Scheme shall be the date of this order; (2) Sanctioning the Scheme of Amalgamation shall not be construed as an order in any way granting exemption from payment of Stamp Duty, taxes, levies 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, levies or other charges, as applicable; and (3) 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 for all the state and interest of the Transferor therein ..... X X X X Extracts X X X X X X X X Extracts X X X X
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