TaxTMI 
TaxTMI 
2018 (4) TMI 1778
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....ven Company Petition nos. CP/159/CAA/2017 and CP/160/CAA/2017 and CP/161/CAA/2017 and CP/162/CAA/2017 and CP/163/CAA/2017 and CP/164/CAA/2017 CP/165/CAA/2017 filed under section 230 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules 2016. The instant petitions pertain to the proposed Scheme of amalgamation by virtue of which M/S. Ankita Pratisthan Limited (hereinafter referred as 'Transferor Company-I') and M/S. Mayuka Investment Limited (hereinafter referred as 'Transferor Company-2') and M/S. Puneet Trading And Investment Company Private Limited (hereinafter referred as 'Transferor Company-3') and M/S. Ziphead.Com Private Limited (hereinafter referred as 'Transferor Company-4') and M/S. Mahanadi Trading Private Limited (hereinafter referred as 'Transferor Company-5') and M/S. Shreevallabh Textile Private Limited (hereinafter referred as 'Transferor Company-6') are proposed to be amalgamated with M/S. Rama Investment Company Private Limited (hereinafter referred as 'Transferee Company') and the identified undertaking I in Ws. Keshav Power Limited (hereinafter referred as 'Deme....
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.... the same etc. The Board of Directors of the Transferor Companies 1 to 4 and the Demerged Companies- 1 & 2 and Transferee Company vide their resolutions dated 21.03.2017 respectively approved the said scheme of Amalgamation and Arrangement. 4. This bench vide its common order dated 30.6.2017 passed in CA/95101/CAA/2017 for convening, holding and conducting the meeting of the equity shareholders of Transferor Company -1 & 2 equity and preference shareholders of the Demerged Company -2 with a quorum of 50 shareholders and the meeting of the shareholders, secured and unsecured creditors in respect of the Transferor companies 3-4 and Demerged Company -1 were dispensed with. The equity shareholders meeting in respect of Transferor Company-I was conducted as per the direction of this Tribunal and out of 16 shareholders present at the meeting, the 12 shareholders holding 5, 71,469 amounting to 99.60% voted in favour of the scheme, 4 shareholders holding 2280 shares amounting to 0.40% voted against the scheme. 570 votes were invalid. The equity shareholders meeting in respect of Transferor Company 2 was conducted as per the direction of this tribunal and out of 14 equity shareholders, a....
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...., workmen and employees in the service of Transferor Companies are safeguarded. As per Clause 7.1 of Part-IV of the said scheme, upon the scheme becoming effective and in consideration for the transfer of and vesting of undertaking of the Transferor Companies into the Transferee Company pursuant to this scheme, the Transferee Company shall, without any further act, matter, deed or thing issue and allot 4 fully paid up equity shares of Rs. 100/each of the Transferee Company shall be issued and allotted for every 907 fully paid up equity shares of Rs. 10/- each held in the Transferor Company -1, 5 fully paid up equity shares of Rs. 100/- of the Transferee company shall be issued and allotted for every 1541 fully paid up equity shares of Rs. 10/- each held in the Transferor Company2, 7 fully paid up equity shares of Rs. 100/- each of the Transferee Company shall be issued and allotted for every 78 fully paid up equity shares of Rs. 10/ each held in the Transferor Company- 3, 7 fully paid up equity shares of Rs. 100/- each of the transferee company shall be issued and allotted for every 78 equity shares of Rs. 10/- each held, I fully paid up equity share of Rs. 100/- for every 4,44,255....
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..... (2) In the valuation report, the Chartered Accountant have not provided the detailed working on which share entitlement ratio is arrived. The objector taken up the matter with the company for requesting the details of the scheme, however, the same has not been replied. The learned counsel further submitted that Rs. 100/- value of equity shares of the Transferee Company would be issued and allotted to every Rs. 4,44,255/- value of Non-Cumulative Redeemable Preference shares held in the Demerged Company-2. (3) As per para 7.4 of the scheme, any fraction arising on allotment of shares as per clause 7.1 would be round off to the nearest integer. The Transferor Company-I as on 31.03.2017 has 343 shareholders. As per the Scheme, a shareholder holding 100 equity shares of Rs. 10/- each which has a face value of Rs. 100/- in the Transferor Company -1, would get share of Rs. 44/10 in Transferee Company. If the same in converted into number of shares, the same would be 0.44 shares and a shareholder holding 200 equity shares of Rs. 10/each would get 0.88 shares and the shareholder holding 116 shares would get 0.51 shares. Since the fractional entitlement would be rounded o....
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....unal that under the scheme the whole or any part of the undertaking, property or liabilities of any company is required to be transferred to another company or is proposed to be divided among and transferred to two or more companies, the tribunal may on such application order a meeting of the creditors or class of creditors or member or class of members as the case may be. The "Undertaking" for the purpose of Companies Acts 2013 is defined under section 180 of the Companies Act 2013 and the meaning of "Demerger" is laid down under explanation 1 to section 2(19AA) of the Income Tax Act. In the present scheme clauses 1.11 and 1.12 define identified undertakings 1 and 2 and it specifically provides that the scheme has been drawn to comply with the conditions relating to demerger as specified under section 2(AA) of the Income Tax Act, 1961. Further the Demerged Companies 1 & 2 have also filed copy of the scheme to the Income Tax Authorities who have not given any adverse comments on the same, On conjoint reading of the definition of an undertaking as set out in section 2(19AA) of the IT Act, explanation to section 180 of the companies Act, 2013 and the clauses 1.11, 1.12 and 6.1 of the....
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....merged Company-2. Under section 230-232 is not mandatory to intimate the Hon'ble Tribunal of a change in share capital postdate of petition. 12. With regard to the objections made by the objector, the learned Senior Counsel for the petitioners submitted that the objector has purchased some shares from the original shareholders of the Transferor Company1 and at the initial stage he has opposed the scheme. In view of that the this Tribunal has ordered to convene the meeting of the shareholders of the Transferor Company-I and accordingly the meeting of the shareholders of the Transferor Company-I was convened and scheme was approved by the majority of the shareholders. He has also submitted that proviso of subsection (4) of section 230 envisages that any objection to the compromise or arrangement shall be made only by persons holding not less than ten percent of the shareholding or having outstanding debt amounting to not less than five percent of the total outstanding debt as per the latest audited financial statement. The objector who is not a shareholder and having a power of attorney of the shareholders who have share less than 10% of the shareholding is not entitled to opp....
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....is to be modified to buy back fraction shares in all cases where a fractional share involved, consequent upon the calculations involved as per share exchange ratio in the schemes. Consequent to this direction for reduction in share capital due to buy back of fractional shares is also hereby sanctioned. 17. Except the above, further perusal of the scheme show that the accounting treatment is in conformity with the established accounting standards. In short, there no apprehension that any of the creditors would lose or be prejudiced if the proposed scheme is sanctioned. The said scheme of Arrangement and Amalgamation will not cast any additional burden on the stakeholders and also will not prejudicially affect the interest of any class of the creditors in any manner. The appointed date of the Scheme is 01.04.2016. 18. The scheme does not require any modification other than mentioned at para 16 above and the said scheme of Arrangement and Amalgamation appears to be fair and reasonable, not contrary to public policy and also not violative of any provisions of law, all the statutory compliances have been made under the Companies Act, 2013. Taking into consideration all the above, ....