TaxTMI 
TaxTMI 
2020 (9) TMI 524
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....ard the Learned Counsel for the Petitioner Companies. No objector has come before this Tribunal to oppose the Scheme of Merger by Absorption and nor has any party controverted any averments made in the Petition to the Scheme of Merger by Absorption of OCS Technical Solutions India Private Limited (Transferor Company) by FASSCO International (India) Private Limited (Transferee Company) and their respective shareholders. 3. The sanction of the Tribunal is sought under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, to the Scheme of Merger by Absorption of OCS Technical Solutions India Private Limited (Transferor Company) by FASSCO International (India) Private Limited (Transferee Company) and their respectiv....
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....egrated business functions. The proposed Merger by Absorption will improve organizational capability arising from the pooling of human capital that has diverse skills, talent and vast experience and goodwill. The proposed merger by absorption will result in administrative and operations rationalization, organizational efficiencies, reduction in overheads, personnel costs, legal and regulatory compliance cost and other administrative expenses. The scheme is commercially and economically viable and feasible and is in fact fair and reasonable. 8. The Learned Advocate appearing on behalf of the Petitioner Companies states that the Petition is filed in consonance with the Order dated 1st June, 2020 passed in consolidated Company Scheme Applic....
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....s inherent powers. Further, the Petitioners may be asked to comply with the requirements and clarified vide circular no. F. No. 7/12/2019/CL-1 dated 21.08.2019 issued by the Ministry of Corporate Affairs. (c) Petitioner Company have to undertake to comply with section 232(3)(i) of Companies Act, 2013, where the transferor company is dissolved, the fee, if any, paid by the transferor company on its authorised capital shall be set-off against any fees payable by the transferee company on its authorised capital subsequent to the amalgamation and therefore, petitioners to affirm that they comply the provisions of the section. (d) The Hon'ble Tribunal may kindly seek the undertaking that this Scheme is approved by the ....
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....pointed Date. Further, the Petitioner Companies undertakes through their counsel to comply with the requirements as clarified vide Circular No. F No. 7/12/2019/CL-I dated 21.08.2019 issued by the Ministry of Corporate Affairs. 13. As far as the observation in paragraph IV (c) of the Report of the Regional Director is concerned, the Petitioner Companies undertakes through their counsel, that the fee, if any, paid by the Transferor Company on its Authorised Capital will be set-off against any fees payable by the Transferee Company on its Authorised Capital subsequent to the amalgamation in accordance with the provisions of section 232(3)(i) of Companies Act, 2013 and affirms that it will comply with the provisions of the section. 14. As....
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....of all the Creditors shall be protected and remain unaffected by the Scheme. 15. As far as the observation in paragraph IV (e) of the Report of the Regional Director is concerned, the Petitioner Companies undertakes, through their counsel that the Scheme enclosed to the Company Application and Company Petition are one and same and there are no discrepancy/any change/changes made therein. 16. As far as the observation in paragraph IV (f) of the Report of the Regional Director is concerned, the Petitioner Companies have already served the notices to the concerned authorities as required by Section 230(5) and filed the proof thereof with the NCLT, Mumbai vide Compliance Reports dated 18thJuly, 2020 and 17th August, 2020. Further, the Pet....