9911796707
TMI Blog2021 (8) TMI 1149X X X X Extracts X X X X X X X X Extracts X X X X ..... ows:- (a) The Board of Directors of the Petitioner Companies in their respective Board meetings held on 24th August, 2020 unanimously approved the scheme of Amalgamation. Extract copies of the board resolution are annexed with the petition marked as Annexure 'E'. (b) The circumstances which justify and have necessitated the Scheme and the benefits of the same are, inter alia, as follows:- 1. RLPL is the subsidiary of SCL and are therefore under the same management. Hence, it is proposed to consolidate the business into a single entity for better management. 2. The Scheme envisages amalgamation of the Transferor Company into Transferee Company, resulting in consolidation of the business in one entity and strengthening the position of the merged entity, by enabling it to harness and optimize the synergies of the companies. Accordingly, it would be in the best interests of the shareholders of the companies. 3. The amalgamation will result in prevention of cost duplication and the resultant operations would be substantially cost-efficient. Consequently, the Transferee Company will offer a strong financial structure and facilitate resource mobilization and achieve bett ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2021, the instant petition was admitted by this Tribunal and fixed for hearing on 19th May, 2021 upon issuance of notices to the Statutory Authorities and advertisement of date of hearing. In compliance with the said order dated 9th April, 2021, the Petitioners have duly served such notices on the Central Government through Regional Director, Eastern Region, Registrar of Companies, West Bengal, and to Income Tax Assessing Authority along with the Chief Commissioner of Income Tax within whose jurisdiction the assessments of the Petitioner Companies on 20th April, 2021. The petitioners have also published such advertisements once each in the Business Standard and Aajkal in their issue dated 1st May, 2021. An affidavit of compliance in this regard has also been filed by them on 14th May, 2021. (i) All statutory formalities requisite for obtaining sanction of the Scheme have been duly complied with by the Petitioners. The Scheme has been made bona fide and is in the interest of all concerned. 3. Pursuant to the said advertisements and notices the Regional Director, Ministry of Corporate Affairs, Kolkata (RD) and Official Liquidator, High Court, Calcutta filed their representations b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of filing of the application for the scheme, in the scheme according to the Circular. Paragraph 3(b) of the Rejoinder: It is stated that the Scheme of Amalgamation envisages 1st April, 2019 as the "Appointed Date". I state that the "Appointed Date" is same as the Valuation Date i.e. the date with reference to which the Valuation Report has been made. The practice of taking the Valuation date as the appointed date is in conformity with several decisions of the Hon'ble National Company Law Tribunal in this regard. I further submit that the time the decision to merge was being considered, the latest available audited financial statement was as on 31st March 2019, and as such, 1st April 2019 was taken as the "Appointed Date". The process of making the necessary documents got delayed because of complete lockdown in the Country due to outbreak of Covid 19 Pandemic. As soon as relaxations were given in the lockdown restrictions and businesses opened up in a phased manner, the Board of Directors met and approved the scheme on 24th August, 2020 after receiving the Valuation Report dated 10th July, 2020 and the application was filed on 3rd October, 2020 after obtaining the consent aff ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ted that the Scheme in Part IV para 15 clearly states that Amalgamation of the Transferor Companies with the Transferee Company shall be accounted in accordance with Accounting Standard 14/applicable IND AS as notified under Section 133 of the Companies Act, 2013. The company specifically states that the Transferee company shall pass such accounting entries which are necessary in connection with the scheme to comply with other applicable accounting standards, if any. Paragraph 2(f) of the RD Affidavit: The Hon'ble Tribunal may kindly direct the Petitioners to file an affidavit to the that the Scheme enclosed to the Company Application and Company Petition are one and same and there is no discrepancy or no change is made. Paragraph 3(f) of the Rejoinder: It is stated that the Scheme of Amalgamation filed with the CA no. 999/KB/2020 is one and same as filed in CP No. 26/KB/2021 and there is no discrepancy or change has been made. Paragraph 2(g) of the RD Affidavit: The Petitioners under provisions of section 230(5) of the Companies Act 2013 have to serve notices to concerned authorities which are likely to be affected by the Amalgamation or arrangement. Further, the approva ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Annexure A, be and is hereby sanctioned by this Tribunal to be binding on all the equity shareholders, creditors of the petitioner companies and all concerned with effect from 01.04.2019. ii. All the property, rights, and powers of the Transferor Company, including those described in the Schedule of Assets herein, be transferred from the said Appointed Date, without any further act or deed, to the Transferee Company, and, accordingly, the same shall pursuant to Section 232(4) of the Companies Act, 2013 be transferred to and become the debts, liabilities, duties and obligations of the Transferee Company. iii. All the debts, liabilities, duties and obligations of the Transferor Company be transferred from the said Appointed Date, without further act or deed, to Transferee Company and the same shall pursuant to Section 232(4) of the Companies Act, 2013, be transferred to and become the debts, liabilities, duties and obligations of the Transferee Company; iv. All employees of the Transferor Company shall be engaged by the Transferee Company, as provided in the Scheme. v. All legal proceedings and/or suits and/or appeals, if any, now pending by or against the Transferor Company ..... X X X X Extracts X X X X X X X X Extracts X X X X
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