TaxTMI 
TaxTMI 
2019 (4) TMI 604
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....ited ("The Transferee Company") and their respective Shareholders. 3. The Petitioner Companies have approved the said Scheme of Merger (by absorption) by passing the Board Resolutions and thereafter they have approached the Tribunal for sanction of the Scheme. 4. The Learned Counsel for the Petitioner Companies further submits that the First, Second Petitioner Companies are presently not engaged in any major business activity. The Third Petitioner Company is presently having income from renting activities. 5. The rational for the Scheme The Transferee Company is holding stake directly in the First Transferor Company and indirectly through First Transferor Company in Second Transferor Company. The Transferor Companies and Transferee Company are under the same management. With a view to maintain a simple corporate structure and eliminate duplicate corporate procedures it is desirable to merge and merger by absorption all the undertakings of the Transferor companies into the Transferee Company shall facilitate consolidation of all the undertakings in order to enable effective management and unified control of operations. Further the merger by absorption would create economics....
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.... 20,00,000 Equity Shares of Rs. 10/- each 2,00,00,000 Total 2,00,00,000 Issued, Subscribed & Paid-up 12,00,000 Equity Shares of Rs. 10/- each 1,20,00,000 Total 1,20,00,000 7. The Authorized, Issued, Subscribed and Paid-up share capital of the Second Transferor Company as on 31st March, 2018 is as under: Authorized Amount (Rs.) 100,000 Equity Shares of Rs. 10/- each. 10,00,000 Total 10,00,000 Issued, Subscribed & Paid up 10,000 Equity Shares of Rs. 10/- each. 1,00,000 Total 1,00,000 8. The Authorised, Subscribed and Paid-up share capital of the Transferee Company as on 31st March, 2018 is as under: Authorised Amount (Rs.) 30,00,000 Equity Shares of Rs. 10/- each. 3,00,00,000 TOTAL 3,00,00,000 Issued, Subscribed & Paid-up 30,00,000 Equity Shares of Rs. 10/- each. 3,00,00,000 TOTAL 3,00,00,000 9. The Board of Directors of the First, Second & Third Petitioner Company vide its resolution dated 14th December, 2017, approved the Scheme of Merger (by absorption) of Zeus Multitrade Private Limited (First Transferor Company) And Hexa Properties Private Limited (S....
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....irements as per directions of the Tribunal and they have filed necessary Affidavits of compliance in this Tribunal. Moreover, the Petitioner Companies undertake to comply with all the statutory requirements if any, as required under the Companies Act, 2013 and the Rules made there under whichever is applicable. 13. The Regional Director has filed his Report dated 28/11/2018, stating therein that save and except as stated in paragraph IV (a) to (g). In paragraph IV of the said Report, the Regional Director has stated that: (a) The Petitioners under the provisions of Section 230(5) of the Companies Act, 2013 have to serve notices to concerned authorities which are likely to be affected by Compromise or Amalgamation. Further, the approval of the scheme by this Hon'ble Tribunal may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such Authorities is binging on the Petitioner Company (s). (b) In addition to compliance of AS-14 (IND AS-103), the Transferee Company shall pass such Accounting entries, which are necessary in connection with the Scheme to comply with other applicable Accounting Standards....
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....the Petitioner Company (s) as per law. 15. Apropos observations made in paragraph IV (b), The council on behalf of the petitioner companies undertakes that the Transferee , in addition to compliance of AS - 14 (IND AS-103), shall pass such Accounting entries, which are necessary in connection with the Scheme to comply with other applicable Accounting Standards such as AS-5 (IND-AS-8) etc. 16. Apropos observations made in paragraph IV (c) of the Report of Regional Director is concerned, it is submitted that there is no change in the scheme as filed with the application and that filed along with the company petition, are one and same and there is no discrepancy or deviation. 17. Apropos observations made in paragraph IV (d) of the report is concerned, the copy of the petition was served to the good office of the Regional Director dated 02nd August, 2018 and agrees to serve the minutes of order for admission of the Petition once it is upload at Hon'ble National Company Law Tribunal website. 18. Apropos observations made in paragraph IV (e) upon the scheme becoming effective, the merger shall deemed to have occurred from 1st April 2017 being the appointed date as mentioned ....