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TMI Blog2021 (7) TMI 935X X X X Extracts X X X X X X X X Extracts X X X X ..... ("Transferor Company"), with and into Transways (Agents) Limited ("Transferee Company") and (b) de-merger of Investment Businesses ("Demerged Undertakings") of Admobile Private Limited ("Demerged Company-1"), Roos Electrical Works Private Limited ("Demerged Company-2") with and into Transways (Agents) Limited ("Resulting Company") from the Appointed Date, 01/04/2019 in the manner and on the terms and conditions stated in the said Scheme of Arrangement ("Scheme"). 3. The Petition has now come up for final hearing. Ld. Authorised Representative for the petitioners submits as follows:- (a) The Scheme was approved unanimously by the respective Board of Directors of the Petitioner Nos. 1, 2, 3 and 4 at their respective meetings held on 05/11/2019. (b) The circumstances which justify and/or have necessitated the Scheme and the benefits of the same are, inter alia, as follows:- (i) Amalgamation of Transferor Company and demerger of Demerged Undertakings belonging to Demerged Companies with and into the Transferee Company/Resulting Company would result in consolidation of similar business activities of investment into a single entity, i.e., Transferee Company/Resulting Company there ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Companies Act, 2013 against the Petitioner(s). (e) The exchange/entitlement ratio of shares in consideration of the Arrangement has been fixed on a fair and reasonable basis and on the basis of the Report thereon of Mr. Pranab Kumar Chakrabarty, IBBI Registered Valuer. The shares of the Petitioner Nos. 1, 2, 3 and 4 are not listed on the stock exchanges. (f) Vide an order dated 28/02/2020 in Company Application (CAA) No. 268/KB/2020, this Tribunal made the following directions with regard to dispensation of meetings of shareholders and creditors under Section 230(1) read with Section 232(1) of the Act:- Meeting(s) dispensed: Meeting(s) of the Equity Shareholders, Preference Shareholders (as applicable), Unsecured Creditors of the Petitioner Nos. 1, 2, 3 and 4 for considering the Scheme were dispensed-with in view of all such shareholders and over 90% in value of such creditors having respectively given their consent to the Scheme by way of affidavits. Petitioner Nos. 1, 2, 3 and 4 do not have any secured creditors. (g) Consequently, the Petitioner(s) presented the instant petition for sanction of the Scheme. By an order dated 25/09/2020 the instant petition was admit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ph No. 2(c) of RD Affidavit The Transferee Company should be directed to pay applicable stamp duty on the transfer of the immovable properties from the Transferor Companies to it. Paragraph No. 2(c) of Rejoinder With reference to para 2(c), it is stated that the petitioner's companies undertake to pay applicable stamp duty on the transfer of the immovable properties from the Transferor Companies to it. However, Petitioner Companies states that stamp duty will be paid only after sanction of the scheme and the Scheme becomes effective. Paragraph No. 2(d) of RD Affidavit In compliance of Accounting Standard-14 or IND-AS 103, as may be applicable, the Transferee Company shall pass such accounting entries which are necessary in connection with the scheme to comply with other applicable Accounting Standards such as AS-5 or IND-AS-8 etc. Paragraph No. 2(d) of Rejoinder With reference to para 2(d), it is stated that the petitioner's companies undertake to comply with Accounting Standard-14, and accordingly the Transferee Company shall accounting entries which are necessary in connection with the scheme to comply with other applicable Accounting Standards. Further, it ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mation or arrangement. Further, the approval of the scheme may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such authorities shall be binding on the Petitioner Company (s) concerned. Paragraph No. 2(g) of Rejoinder With reference to para 2(g), it is stated that under provisions of section 230(5) of the Companies Act 2013 and in terms of the order of Hon'ble NCLT notices to all concerned authorities which are likely to be affected by the Amalgamation has been served. Paragraph No. 2(h) of RD Affidavit It is submitted that the Income Tax Department by letter No. ITO/Ward-11(1)/Kol/Amalgam./2020-21/47 dated 23/11/2020 stated that the outstanding demands of Rs. 64,284/- for the A.Y. 2003-04 and Rs. 2,18,684/- for the A.Y. 2018-19 are lying pending against the assessee M/s. Admobile Private Limited. Since the outstanding demands are lying against the Assessee Company, the Income Tax Department has put their objection over the said Assessee in the proposed amalgamation. Further, the Assessee had filed it last return for A.Y. 2019-20 on 27/09/2019 having total income of Rs. 5,81,100/- processing u/s. 143(1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ve appearing for the Petitioner. Upon perusing the records and documents in the instant proceedings and considering the submissions, we allow the petition and make the following orders:- a) The Scheme of Amalgamation and Arrangement mentioned in paragraph 1 of the petition, being Annexure "A" to the petition, be and is hereby sanctioned by this Tribunal to be binding with effect from the 01/04/2019 ("Appointed Date") on Transways (Agents) Limited ("Transways" or Transferee Company/Resulting Company), R.J. Awaas Private Limited ("R.J. Awaas" or "Transferor Company"), Admobile Private Limited ("Admobile" or "Demerged Company-1") and Roos Electrical Works Private Limited ("Roos" or Demerged Company-2), their respective shareholders and creditors and all concerned; b) That the Transferor Company with all their respective assets, properties, rights, powers, titles, and interest thereof be respectively transferred to and vested without any further act or deed in the Transferee Company and accordingly the same shall pursuant to Section 232(4) of the Companies Act, 2013 be Transferred to and vested in the Transferee company for all the estates and interests of the said Transferor Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X
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