9911796707
TMI Blog2022 (5) TMI 87X X X X Extracts X X X X X X X X Extracts X X X X ..... :- (a) The Scheme was approved by the Board of Directors of the Petitioner No. 1 at their meeting held on 25th June, 2020 and by the Board of Directors of the Petitioner No. 2 at their meeting held on 01st July 2020. (b) The circumstances which justify and/or have necessitated the Scheme and the benefits of the same are, inter alia, as follows:- a. The Transferor Company and the Transferee Company are primarily engaged in publishing Educational Books. Therefore, the business of the Transferor Company and the Transferee Company can be combined/adjusted and carried forward conveniently with combined strength; b. The amalgamation will enable the Transferee Company to consolidate its line of business by restructuring and re-organizing its business activities and Capital Structure; c. The amalgamation will enable the amalgamated company to broad base their business activities under the roof of the Transferee Company; d. The amalgamation will result in economy of scale including a reduction in overhead expenses relating to management and administration in better and more productive utilization of various resources; e. The business of the Transferor Company can be convenient ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or considering the Scheme is dispensed with in view of all shareholders have given their consent to the Scheme by way of affidavits. Unsecured Creditors Meeting of Unsecured Creditors of Petitioner No. 1 for considering the Scheme is dispensed with in view of consent given by way of affidavits by the Unsecured Creditors representing more than 91.66% in value of unsecured creditors of Petitioner No. 1. Meeting of Unsecured Creditors of Petitioner No. 2 for considering the Scheme is dispensed with in view of consent given by way of affidavits by the Unsecured Creditors representing 100 % in value of unsecured creditors of Petitioner No. 2. (ii) No requirement for Meetings Secured Creditors Secured Creditors of Petitioner No. 1 NIL Creditors verified by auditor's certificate. Secured Creditors of Petitioner No. 2 having been fully paid of subsequent to the filing of Company Application. (iii) Meetings to be held No meeting is required to be held. (g) Consequently, the Petitioners presented the instant petition for sanction of the Scheme. By an order dated 14th December 2021, the instant petition was admitted by this Tribunal and fixed for hearing on 01st February ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... anies, Further, as per available records, all the petitioner companies are updated in filing their Statutory Returns. However, in the said report, the Registrar of Companies, West Bengal stated that the Transferee Company namely M/s. Chhaya Prakashani Limited has not filed MGT-14 under section 179(3)(g) read with section 117 of the Companies Act, 2013 for the financial year ended 31.03.2015 and 31.03.2016 in MCA-21 Portal. Copy of the said letter or the Registrar of Companies, West Bengal marked as Annexure-I is enclosed herewith for perusal and ready reference. Paragraph 2(a) of the Rejoinder No adverse comments were made by the Registrar of Companies, West Bengal in his report to the Regional Director apart from the non-filing of MGT-14 by M/s. Chhaya Prakashani Limited-Transferee Company for the year ended 31-03-2015 and 31-03-2016. Further the Registrar of Companies, West Bengal has not received any Complaint and/or representation from any person on the proposed Scheme. Hence no comments are offered. Before 05th December 2016, the Transferee Company was a Private Limited Company. The Ministry of Corporate Affairs vide notification No. G.S.R. 464(E) dated 05th June 2015 pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ertake to comply with the provisions of section 232(3)(i) of the Companies Act 2013 through appropriate affirmation. Paragraph 2(c) of the Rejoinder The Transferee Company undertakes that it shall comply with the provisions of Sec. 232(3)(i) of the Companies Act, 2013 in regard to adjustment of fees upon clubbing of Authorized Share Capital(s) of the Transferor Companies with the Authorized Share Capital of the Transferee Company in post-amalgamation and shall file a detailed statement thereof with the Registrar of Companies at the time of filing of INC-28. Paragraph 2(d) of RD Affidavit That 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 2(d) of the Rejoinder The Transferee Company undertakes that it shall pay applicable stamp duty on the transfer of the immovable properties from the Transferor Companies to it. Paragraph 2(e) of RD Affidavit The Hon'ble Tribunal may kindly direct the Petitioners to file an affidavit to the extent that the Scheme enclosed to the Company Application and Company Petition are one and same and there is no discrepancy or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ph 2(g) of the Rejoinder The Income Tax authorities under whose jurisdiction the Transferor Company is assessed have not made any observations on notice served by the office of the Regional Director. Further, the Petitioner Companies have also complied with the directions contained in the order passed by the Hon'ble Tribunal and have effected service upon the Income Tax Department. However, the said department has not made/filed an observation pursuant to the said notices filed by the Petitioner Companies. As regards demand raised by the Income Tax Authorities in regard to the Transferee Company, they shall continue even after the sanction of the Scheme. The Transferee Company exists and the Income Tax department will proceed accordingly. 6. Heard submissions made by the Learned Counsel appearing for the Petitioner, Regional Director. 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 is sanctioned by this Tribunal with the appointed date fixed as 1st April 2020 which shall be binding on the petitioner companies and their shareholders and a ..... X X X X Extracts X X X X X X X X Extracts X X X X
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