TMI Blog2022 (5) TMI 320X X X X Extracts X X X X X X X X Extracts X X X X ..... instant petition has been filed under Section 230(6) read with Section 232(3) of the Companies Act, 2013 ( Act ) sanctioning the Scheme of Amalgamation of Myjoy Pharmaceuticals Private Limited, being the Petitioner No. 1 abovenamed ( Transferee Company or Petitioner No. 1 or MPPL ) with Joybuddy Fun Products Private Limited, being the Petitioner No. 2 abovenamed ( Transferor Company 1 or Petitioner No. 2 or JFPPL ) and Myjoy Retails Private Limited, being the Petitioner No. 3 abovenamed ( Transferor Company 2 or Petitioner No. 3 or MRPL ) whereby and whereunder the Transferor Companies is proposed to be amalgamated with the Transferee Company from the Appointed Date, i.e. 1st April 2021 in the manner and on the terms and conditi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... opportunity to leverage combined assets and build a stronger sustainable business. Specifically, the merger will enable optimal utilization of existing resources and provide an opportunity to fully leverage the assets, capabilities, experience, and infrastructure of the companies. The amalgamation will also reduce the managerial overlaps involved in operating different entities, ease increase operational and management efficiency, and integrate business functions. 5. In view of the aforesaid, the Board of Directors of all the petitioner Companies has considered and proposed the amalgamation of the entire undertaking and business of JFPPL and MRPL with MPPL in order to benefit the stakeholders of all the companies concerned. Accordingl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ce Shareholders and NIL Secured Creditors of the Petitioner Companies verified by auditor's certificate. (h) Consequently, the Petitioners presented the instant petition for sanction of the Scheme. By an order dated 28.1.2022 the instant petition was admitted by this Tribunal and fixed for hearing on 10.3.2022 upon issuance of notices to the Statutory Authorities and advertisement of the date of hearing. In compliance with the said order dated 28.1.2022 the Petitioners have duly served such notices on the Central Government through Regional Director, Eastern Region; Registrar of Companies, West Bengal; Official Liquidator; Deputy Commissioner of Income Tax for Petitioner - 1 on 16.02.2022; Income Tax Assessing Officer for Petitione ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h has been dealt with by the Petitioners by their Rejoinder affidavit dated 5th April 2022 ( Rejoinder ). The observations of the RD and responses of the Petitioners are summarized as under:- Para 2(a) of RD Affidavit: That it is submitted that on examination of the report of the Registrar of Companies, West Bengal, it appears that no complaint and/or representation has been received against the proposed Scheme of Amalgamation. Further, the petitioner companies are also up-dated in filing their statutory returns for the year ended 31/03/2021 However, the Registrar of Companies, West Bengal, in the said report, made some observations regarding non-filing of Form DPT-3 in respect of financial year ended 31/03/2021 by M/s. Joybuddy Fu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at the Transferee Company should be directed to pay applicable stamp duty on the transfer of the immovable properties from the Transferor Companies to it. Para 3(c) of Rejoinder: With reference to paragraph 2(c) of the said affidavit, it is stated that the Transferee Company shall pay the applicable stamp duty, if applicable, on the transfer of immovable properties from the Transferor Companies to it. Para 2(d) 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 no change is made. Para 3(d) of Rejoinder: With reference to Paragraph 2( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to and vested in without 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 vest in the Transferee Company for all the estate and interest of the Transferor Companies therein but subject nevertheless to all charges now affecting the same, as provided in the Scheme; (c) All the debts, liabilities, duties, and obligations of the Transferor Companies be transferred without 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; (d) All the employees o ..... X X X X Extracts X X X X X X X X Extracts X X X X
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