AI Drafter 
TaxTMI 
TaxTMI 
2017 (12) TMI 1776
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....s. No objector has come before the Tribunal to oppose the Petitions, nor any party has controverted any averments made in the Petitions. 2. The sanction of the Tribunal is sought under Sections 230 to 232 and Section 234 of the Companies Act, 2013, to the Scheme of Amalgamation Mahindra Forgings Global Limited (Transferor Company l) and Mahindra Forgings International Limited (Transferor Company 2) and Mahindra Gears and Transmissions Private Limited (Transferor Company 3) and Crest Geartech Private Limited (Transferor Company 4) with Mahindra CIE Automotive Limited and their respective Shareholders 3. The Counsel for the Petitioners submit that that the First Petitioner Company is engaged in the business of manufacturing of Engine an....
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....e Company are engaged in complementary businesses and combining the businesses ofthe Transferor Company 3 and the Transferee Company will result in enhancing shareholder value . (e) Rationalizing costs by elimination of administrative functions and multiple record-keeping; 5. The Counsel for the Petitioners submit that the Transferor Companies are wholly owned subsidiaries of the Transferee Company. 6. The Counsel for the Petitioner Companies further submits that the Board of Directors of the Transferor Companies and the Transferee Company have approved the said Scheme ofAmalgamation by passing Board Resolutions which are annexed to the Company Scheme Petition. 7. The Counsel appearing on behalf of the Petitioner Companies....
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....Income Tax Department for their comments. It is observed that the Petitioner Companies vide letters dated 16.10.2017 has served a copy ofcompany scheme application No 899 of2017 along with relevant orders etc. (c) The tax implication if any arising out of the scheme is subject to final decision ofIncome Tax Authorities. The approval of the scheme by this Hon 'ble Tribunal may not deter the Income Tax Authority to scrutinize the tax returnfiled by the Petitioner Companies after giving effect to the scheme. The decision of the Income Tax Authority is binding on the petitioner Companies. (d) It is submitted that Mahindra Forgings Global Limited, Transferor Company I and Mahindra Forgings International Limited, Transferor ....
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....tained NOC from RBI vide letter dated 04.10.2017 & 07.11.2017. Hence they may be directed to comply with the conditions therein by the RBI. * The Transferee Company has not submitted copy of notice in CAA-3 to Competition Commission of India. Save and except as stated in para IV (a) to (f) it appears that the Scheme is not prejudicial to the interest of shareholders & public. 10. In so far as observations made in paragraph IV (a) of the Report of Regional Director is concerned, the Transferee Company through their Counsel undertakes that 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 applicab....
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....f any, payable by Transferee Company on its Authorized Capital shall be in compliance with the provisions of Section 232(3) (i) of the Companies Act, 2013. 14. In so far as observations made in paragraph IV (f) (i) of the Report of Regional Director pertaining to ROC's observations is concerned, the Transferee Company through its Counsel clarifies that in terms of Clause 2 of the scheme, the Scheme, shall be effective from the Appointed Date i.e. I st July 2017 but shall be operative from the Effective Date i.e. as defined in Clause 1.6 of the Scheme.. 15. In so far as observations made in paragraph IV (f) (ii) of the Report of Regional Director pertaining to ROC's observations is concerned, the Counsel for the Petitioners sub....
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....irst and Second Petitioner Company have been conducted in a proper manner and the First and Second Petitioner Company may be ordered to be dissolved without winding up. 20. From the material on record, the Scheme appears to be fair and reasonable and is not in violation of any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the Scheme. 21. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 1075 of 2017 filed by the Petitioner Companies are made absolute in terms of prayer clause (a) of the Petition. 22. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Deputy Director or Assista....