TMI Blog2022 (3) TMI 822X X X X Extracts X X X X X X X X Extracts X X X X ..... f Amalgamation proposed by the Applicant Companies under Section 230 to 232 of the Companies Act, 2013 - application allowed. - Company Petition No. (CAA)-71(ND)/2021 in Company Application No. CA (CAA)-57(ND)/2021 - - - Dated:- 10-3-2022 - Dharminder Singh, Member (J) And Sumita Purkayastha, Member (T) ORDER Dharminder Singh, Member (J) 1. This Petition is preferred jointly by the Transferor Company and Transferee Company under Section 230 to 232 of Companies Act, 2013 read with the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 for the purpose of the approval of the Scheme of Amalgamation (hereinafter referred to as 'Scheme' for brevity), as contemplated between the Companies, its Shareholders a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Tribunal, in the First Motion Application bearing No. CA(CAA) No. 57(ND) 2021, vide Order dated 15.06.2021 dispensed with the requirement of convening the meetings of the equity shareholders and unsecured creditors of all applicant companies. 6. The Appointed date as fixed for the Proposed Scheme of Amalgamation is 01.04.2020. 7. Subsequent to the order of dispensation of meetings in relation to both the Transferor Company and Transferee Company, the Second Motion petition was moved by the Petitioner Companies in connection with the scheme of Amalgamation for issuance of notices to the Central Government, Registrar of Companies NCT of Delhi Haryana, Regional Director (Northern Region) MCA, Income Tax Authorities, Official Liquidato ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ctor has filed its report dated 08.09.2021 in which it has been stated that they have no objections to the proposed Scheme and the same may be decided on merits as deemed fit and proper, however, the Regional Director in its report has observed that NOC from RBI was not obtained. Accordingly, vide order dated 06.10.2021 the petitioners were directed to again serve notice to RBI through e-mail. In this respect the transferee company has submitted NOC received from the RBI vide affidavit dated 11.02.2022. 11. Income Tax Department submitted that it that they don't have any objection for approval of scheme. However, in order to protect the interest of tax revenue, it is to be made clear that there shall be no impediment on the power and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n any way granting exemption from payment of Stamp Duty, Taxes or other statutory dues, if any, and payment in accordance with law or in respect to any permission/compliance with any other requirement, which may be specifically required under any law. Further the approval of the Scheme would in no manner affect the tax treatment of the transactions under the Income Tax Act, 1961 or serve as any exemption or defense for the Petitioner Company against tax treatment in accordance with the provisions of Income Tax Act, 1961. 17. This tribunal further directs with respect to Transferor companies and Transferee company, that: (i) Upon the sanction becoming effective from the appointed date of amalgamation i.e., 1st April, 2020, the Transfe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... engaged by the Transferor Company, as on the Effective Date, including in relation to the level of remuneration and contractual and statutory benefits, incentive plans, terminal benefits, gratuity plans, provident plans and any other retirement benefits; (v) All liabilities of the Transferor Company, shall, pursuant to the provisions of section 232(4) and other applicable provisions of the Companies Act, 2013, to the extent they are outstanding as on the Effective Date, without any further act, instrument or deed stand transferred to and be deemed to be the debts, liabilities, contingent liabilities, duties and obligations etc. as the case may be, of the Transferee Company and shall be exercised by or against the Transferee Company, a ..... X X X X Extracts X X X X X X X X Extracts X X X X
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