TaxTMI 
TaxTMI 
2020 (9) TMI 381
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....sections 230 to 232 of the Companies Act, 2013 (the Act for short) of the Scheme of Amalgamation between Enam Advisors and Investment Consultants Private Limited (the Transferor Company/Petitioner Company 1) and Enam Securities Private Limited (the Transferee Company/Petitioner Company 2) and their respective shareholders. 2. The Court was convened through videoconference. Heard the Learned Counsel for the Petitioner Companies. No objector has come before this Tribunal to oppose the Scheme and nor has any party controverted any of the averments made in the Petition. 3. It is submitted by the learned Counsel for the Petitioner Companies that the Petitioner Company 1 was incorporated with the object of carrying on the business as consultant....
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....ationalization, organizational efficiency, cash flow management and access to cash flow of the combined business which can be deployed more efficiently, eliminate inter corporate dependencies, minimize the administrative expenses and compliances and to maximize shareholders value. d) The Merger will provide for more productive and optimum utilization of various resources by pooling of the financial resources of the Transferor Company and the Transferee Company. 6. The Company Petition is filed in terms of sections 230 to 232 of the Act and in accordance with the Order passed in CA (CAA) No. 4122/MB/2019 by this Tribunal. 7. The Petitioner Companies have complied with all the requirements as per directions of the Tribunal and have filed ....
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....connection with the Scheme of Merger to comply with accounting standards AS-14 (IND AS- 103) and any other applicable accounting standards including AS-5(IND AS-8) to the extent applicable. b) As per Part-I -Definitions Clause 3(3.5 & 3.6) of the Scheme, "Appointed Date" means 1st April, 2019 or such other date as may be fixed by the Tribunal. "Operative Date" means the dates on which certified copies of the NCLT Order sanctioning this scheme is filed with Registrar of Companies, Mumbai, In this regard, it is submitted that Section 232(6) of the Companies Act, 2013 states that the scheme under this section shall clearly indicate an appointed date from which it shall be effective and the scheme shall be deemed to be effective from s....
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....rector, Learned Authorised Representative for the Petitioner Companies submits that the Transferee Company will be eligible for set-off of fees on the authorised share capital paid by the Transferor Company and thus comply with the provisions of Section 232(3) (i) of the Companies Act, 2013. d) The Hon'ble Tribunal may kindly seek the undertaking that this Scheme is approved by the requisite majority of members and creditors as per section 230 (6) of the Act in meetings duly held in terms of Section 230 (1) read with subsection (3) to (5) of Section 230 of the Act and the Minutes thereof are duly placed before the Tribunal. Apropos observations made in paragraph IV(d) of the Report of the Regional Director, Learned Authorised Represent....
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....erve notices to concerned authorities which are likely to be affected by 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 binding on the Petitioner Company(s). Apropos observations made in paragraph IV(f) of the Report of the Regional Director, Learned Authorised Representative for the Petitioner Companies submits that the Petitioners have submitted the notices under section 230(5) of the Companies Act, 2013 to (i) the Central Government through the office of Regional Director, Western Region, Mumbai (ii) Registrar of Companies, Mumbai (iii) Concerned Income Tax authorit....
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....s of law and is not contrary to public policy. Since all the requisite statutory compliances have been fulfilled, CP (CAA) No. 928/MB-I/2020 is made absolute in terms of prayer made in the Petition. Hence ordered. ORDER The Petition be and the same is allowed subject to the following. i. The Scheme, with the Appointed Date fixed as 1st April, 2019 placed at Page Nos. 298 to 318 of the CP (CAA) No. 928/MB-I/2020 is hereby sanctioned. It shall be binding on the Petitioner and the Companies involved in the Scheme and all concerned including their respective Shareholders, Secured Creditors, Unsecured Creditors/Trade Creditors and Employees. ii. The Transferor Company be dissolved without being wound up. iii. The Registrar of this Tribunal ....