TaxTMI 
TaxTMI 
2020 (9) TMI 518
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....es Act, 2013 (the Act for short) to the Scheme of Arrangement (the Scheme) between Clover Technologies Private Limited (Demerged Company/Petitioner No. 1) and Clover Infotech Private Limited (Resulting Company/ Petitioner No. 2) and their respective shareholders. 2. This Court convened via video conferencing. Heard the learned Counsel for the Petitioner Companies and the representative of the Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai. None has come before this Tribunal to oppose the Scheme and nor has any party controverted any of the averments made in the Petition. 3. Learned Counsel for the Petitioner Companies states that the Joint Company Petition has been filed in consonance with the order dated 20....
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.... Demerger of the Demerged Undertaking of the Demerged Company into the Resulting Company under the provisions of sections 230 to 232 of the Companies Act, 2013 would be in the best interest of Shareholders, Creditors and Employees and all other stakeholders of Demerged and Resulting Companies and will result in achieving the following benefits: * Unlock value for the shareholders of Demerged Company and Resulting Company; * Allowing management to pursue independent growth strategies for each businesses; * Allow in creating the ability to achieve valuation based on respective risk-return profile and cash flows, attracting the right investors and thus enhancing flexibility in accessing capital. 8. Learned Counsel....
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....from which it shall be effective and the scheme shall be deemed to be effective from such date and not a date subsequent to the appointed date. However, this aspect may be decided by the Hon'ble Tribunal taking into account its inherent powers. Further, the Petitioners may be asked to comply with the requirements and clarify vide circular no. F. No. 7/12/2019/CL-I dated 21.08.2019 issued by the Ministry of Corporate Affairs. c. 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....
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....itions Clause 1 (1.3 & 1.8) of the Scheme "Appointed Date" means 1st day April, 2019, or such other date as may be fixed or approved by the National Company Law Tribunal or any competent authority may otherwise direct. "Effective Date" means the date on which the certified copies of the orders sanctioning this Scheme, passed by the National Company Law Tribunal are filed with the Registrar of Companies, Pune by Clover Technologies and Clover Infotech respectively. References in this Scheme to the date of "coming into effect of this Scheme" or "upon the Scheme being effective" shall mean the Effective Date. Further, the Petitioner Companies undertakes to comply with requirements vide circular no. F. No. 7/12/2019/CL-1 dated 21-08-2019 issued....
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.... e. In so far as the observations made in paragraph V (e) of the Report of Regional Director is concerned, the Petitioner Companies through its Counsel submit that notices under Section 230(5) has been served upon the Concerned Income tax Authority, Regional Director and Registrar of Companies by the Petitioner Companies. The Counsel for the Petitioner Companies further undertakes that the sanction of the Scheme by this Tribunal will not deter any authorities to deal with any of the issues arising after giving effect to the scheme and that such issues arising out of the Scheme will be met and answered in accordance with law. The Decision of the authorities will be binding on the Petitioner Companies. 11. The observations made by the Re....