TMI Blog2021 (8) TMI 1149X X X X Extracts X X X X X X X X Extracts X X X X ..... ansferor Company is proposed to be amalgamated with the Transferee Company from the Appointed Date, being 1st April, 2019 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation. 2. Ld. Authorised Representative for the Petitioners submits as follows:- (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 shar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... for considering the Scheme were dispensed with in view of all such shareholders and 100% in value of such creditors having respectively given their consent to the Scheme by way of affidavits. (h) Consequently, the Petitioners presented the instant petition for sanction of the Scheme. By an order dated 9th April, 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 Sch ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... scheme was filed before Hon'ble Tribunal within a year from 1st April 2019. If the application for the scheme was filed with Hon'ble Tribunal after more than one year from the appointed date, Hon'ble Tribunal may kindly direct the applicant to bring out the justification for the appointed date being more than one year before date 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 outbr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , if any. Paragraph 2(e) of the 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 INDAS-8 etc. Paragraph 3(e) of the Rejoinder: It is stated 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 t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Regional Director, Eastern Region, Ministry of Corporate Affairs, the report of Official Liquidator. There appears to be no impediment in sanctioning the present Scheme. Consequently, sanction is hereby granted to the Scheme under section 230 232 of the Companies Act, 2013 upon the following directions:- i. The Scheme of Amalgamation mentioned in paragraph 1 of the Petition, being 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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