9911796707
Advanced Search 
TMI Blog2022 (6) TMI 624X X X X Extracts X X X X X X X X Extracts X X X X ..... n the Petitioner Companies and the said Scheme is also annexed to the typed set filed along with the above mentioned applications. 2. The Composite Scheme of Amalgamation as contemplated between the Petitioner Companies involves the following parts: * Part I - Deals with Definitions, Interpretation and Share Capital. * Part II - Deals with Rationale of the Scheme. * Part III - Deals with transfer and vesting. * Part IV - Deals with general terms and conditions that will be applicable to the Scheme. 3. 1st Motion Application - In Brief 3.1. The Petitioner Companies have filed the First Motion Application vide CA/344-345/CAA/2020 seeking directions for dispensation of the meetings of the Equity Shareholders, Secured and Unsecured Creditors of the Transferor and Transferee Companies. 3.2. Based on such applications moved under Sections 230-232 of the Companies Act, 2013; directions were issued by this Tribunal, vide order dated 04.02.2021 for dispensation of the meetings of the Equity shareholders, Secured and Unsecured Creditors of the Petitioner Companies based on the consent affidavits filled. Further, directions were issued to the Petitioner Companies to issue notice t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1.6 It would only be advantageous and in the interest of both the companies that the amalgamated business would create a strong marketing base and pave ways for future expansion and growth in the areas of hotel business. 4.1.7 Both the Companies are profit making companies. The assets including business goodwill owned hitherto by the Transferor Company by virtue of this amalgamation would vest with the Transferee Company, thereby ensuring no adverse effect in the overall financial condition of the Transferee Company. 4.1.8 The scheme thus will not be prejudicial to the interest of the creditors of both the companies, since, no compromise is entered into between them and all the existing liabilities of the Transferor Company would stand vested in the Transferee Company without any financial or otherwise compromise. 4.1.9 The proposed amalgamation would lead to better operational planning and financial management including reduction in the expenditure in running the entity, thereby, making hope for maximising the synergies associated with the amalgamation. 5. In compliance with the said directions issued by this Tribunal in CA/CAA/344 & 345/2020 vide common order dated 04.02.2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tor with respect to "Appointed Date' could probably emanate from the General Circular No. 09/2019 dated 21st August 2019 issued by Ministry of Corporate Affairs and captioned as 'clarification under section 232(6) of the Companies Act, 2013'. The said General Circular clarifies that if the 'Appointed Date' is ante dated beyond a year from the date of filing of Application before this Hon'ble Tribunal, it is incumbent on the concerned companies to justify the same in the said scheme of amalgamation and further the same should not be against the public interest (clause C of page 3 of General Circular). In other words the said General Circular permits filing of Company Application within one year in the "Appointed Date" It is submitted that "Appointed Date" in the case on hand is 1# April 2019 and the Company Applications were filed before this Hon'ble Tribunal on 20.02.2020 well within the one year period permitted under the General Circular No. 09/2019. ii. The Petitioners submit that they have more fully complied with General Circular No. 09/2019 : and filed the Company Applications within one year on 20.02.2020 which is well within one year from the " ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nies have not been conducted in a manner which is prejudicial to the interest of the members or to the public interest. 6.2.2. Apart from the above observations made by the Chartered Accountants, the Official Liquidator has also sought to fix the remuneration payable to the Auditor who has investigated into the affairs of the Transferor Company. In this regard, this Tribunal had directed the Applicant to pay a sum of Rs. 50,000/- (Rupees Fifty Thousand Only) to the Official Liquidator for the payment of fees payable towards the Auditor, the same was paid and compliance of the payment is also taken on record. 6.3. Income Tax Department 6.3.1. In spite of notice having been served to the Income Tax department by the Companies on 20.02.2021, there was neither any representation nor any report filed by the said authorities. In the said circumstances as per section 230(5) of the Companies Act, 2013, this Tribunal presumes that the said Department does not have any objection to the sanction of the Scheme. 6.3.2. However, in Company Petition CAA-284/ND/2018 vide Order dated 12.11.2018, the NCLT New Delhi with a view to protect the interest of the revenue, has made the following observ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f absence of any other objections having been placed on record before this Tribunal and since all the requisite statutory compliances having been fulfilled, this Tribunal sanctions the Scheme of Amalgamation along with Company Petitions as well as the prayer made therein. 7.2. The Learned Counsel for the Petitioner Companies submitted that no investigation proceedings are pending against the Transferor or Transferee Companies under the provisions of the Companies Act, 1956 or the Companies Act, 2013 and no proceedings against the petitioner companies for oppression or mismanagement have been filed before this Hon'ble Tribunal or erstwhile Company Law Board. 7.3. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal will not come in the way of action being taken, albeit, in accordance with law, against the persons concerned and also the directors and officials of the petitioners. 7.4. While approving the Scheme as above, it is clarified that this order should not be construed as an order in any way granting exemption from payment of stamp duty, taxes or any oth ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
