TaxTMI 
TaxTMI 
2020 (10) TMI 699
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....ry Limited and their respective Shareholders. 3. Learned Counsel for the Applicants states that resolutions were passed by the Board of Directors of the Transferor Company and the Transferee Company in their respective meetings held on 14th February 2020 and approved the Scheme. The Appointed Date fixed under the Scheme is 1st October 2018. 4. Learned Counsel for the Applicants further submits that the First Applicant Company is a wholly owned subsidiary of the Transferee Company and the entire share capital of the Transferor Company is owned and controlled by the Transferee Company. 5. Learned Counsel for the Applicant Companies further submits that the rationale for the Scheme of Amalgamation is as follows: (a) The amalg....
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....nd regulatory compliances required at present to be separately carried out by the Transferor Company and the Transferee Company; and (f) The amalgamation would motivate employees of the Transferor Company by providing better opportunities to scale up their performance with a larger corporate entity having large revenue base, resources, asset base etc. which will boost employee morale and provide impetus to better corporate performance ultimately enhancing overall shareholder value. 6. Learned Counsel for the Applicants submits that the First Applicant Company is currently engaged in the business of cattle feed and manufacturing, trading and marketing all types of dairy products. 7. Learned Counsel for the Applicants submit th....
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....resentations, if any, within a period of thirty days from the date of receipt of such intimation to the Tribunal with copy of such representations shall simultaneously be served upon the Applicant Company, failing which, it shall be presumed that they have no representations to make on the proposals. 10. Learned Counsel for Applicant Companies respectfully submits that: (a) Being a merger of wholly owned subsidiary company into its holding company, no shares would be issued or allotted as consideration pursuant to the merger. Accordingly, the rights of members of the Transferee Company are not affected since there will be no issue of shares pursuant to the Scheme and there would be absolutely no change in the equity share capita....
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....he facts of above case, therefore, no meeting of shareholders and creditors of the Transferee Company is required to be convened. This bench is of view that the meeting of Equity Shareholder and Creditors of Second Applicant can be dispensed with since the Transferor Company is wholly owned subsidiary of the Transferee Company. Learned Counsel for the Applicant Companies, further, clarifies that the Transferee Company will file petition and comply with the provisions of service of notices upon all Regulatory Authorities. 12. The Applicant Companies are hereby directed to serve notices along with copy of Scheme upon the concerned Income Tax authorities under whose jurisdiction the assessments are made, through R.P.A.D./Speed Post/Email/ha....
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....ay submit their representations, if any, within a period of thirty days from the date of receipt of such notice to the Tribunal with copy of such representations shall simultaneously be served upon the Applicant Companies, failing which, it shall be presumed that the authorities have no representations to make on the proposal. 14. The First Applicant Company is also directed to serve notice upon Official Liquidator, High Court, Bombay, pursuant to section 230(5) of the Companies Act, 2013 and as per rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Tribunal hereby appoints M/s. B.A. Ved& Co, Chartered Accountants having their office at B-152, Kalpataru Towers, Off. Akurli Road, Opp. ESI Hospital, Kand....