TaxTMI 
TaxTMI 
2020 (12) TMI 286
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....mplated between the companies, viz. M/s. Pennzoil - Quaker State India Limited (hereinafter referred to as the "Transferor Company") and M/s. Shell India Markets Private Limited (hereinafter referred to as the "Transferee Company") under Section 230 to 232 and other applicable provisions of the Companies Act, 2013( for brevity 'the Act') read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity 'the Rules') and the said Scheme is also annexed as Annexure "A7" in the Company Petition. 2. It is brought to the notice of this Tribunal that the registered office of the Transferor Company is situated in the State of Maharashtra and falls within the jurisdiction of NCLT, Mumbai. Further, the Lear....
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..... 5. In compliance with the same, the Transferee Company has filed affidavit of service on 01.07.2020 in relation to the compliance of the order passed by the Tribunal as noted above and a perusal of the same discloses that the Petitioner Companies have effected the paper publication as directed by the Tribunal in one issue of "Business Standard" (All India Edition) in English and "Dina Malar", (Tamil Nadu edition) in Tamil on 23.05.2020. Further notices have been served to (i) The Regional Director, Southern Region, Chennai on 11.05.2020 (ii) Registrar of Companies Chennai on 11.05.2020 (iii) Assessing Officer, Income Tax Department on 11.05.2020 (iv) Reserve Bank of India on 11.05.2020 and in proof of the same acknowledgements/receipts....
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....g off the fees paid by the Transferor Company. In the light of the above, the transferee company may be directed to comply with the above provisions of the Act by making an application with RoC, Chennai for payment of the balance fee as applicable under the provisions of the Act and rules framed thereunder". 8. Apart from the above observation, the Regional Director, after examining the Scheme has decided not to make any objection to the Scheme. 9. In relation to the observation made by the Regional Director in para 9 and 10, the authorized signatory of the Transferee Company viz. SV Aditya Vidyasagar, has filed a reply vide Diary No. 1976 on 01.07.2020, wherein it has been stated that the Transferee Company undertakes to comply with ....
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....L turnover on account of discontinuation of business and the book value of assets is around Rs. 5.5 Crores as on 31.03.2018 and as such the proposed merger is exempted from being considered as combination pursuant to the notification by the Ministry of Corporate Affairs and there is no requirement to seek prior approval of the Competition Commission of India. 12. The Transferor and the Transferee Companies have individually filed the certificate of the Independent Statutory Auditor in relation to compliance with the Accounting Standards, and it has been certified that the proposed scheme is in conformity with the Accounting Standards specified under Section 133 of the Act, read with relevant rules as applicable. Thus, the Petitioner Comp....
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.... amalgamation is sanctioned." 15. In view of absence of any other objections having been placed on record before this Tribunal and since all the requisite statutory compliances having been fulfilled, this Tribunal, sanctions the Composite Scheme of Arrangement, annexed as Annexure "A7" with the Company Petitions as well as the prayer made therein. 16. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal will not come in the way of action being taken, albeit, in accordance with law, against the persons concerned and directors and officials of the petitioners. 17. While approving the Scheme as above, it is clarified t....
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.... (vi) That the Transferee Company do without further application allot to such members of the Transferor Company, as have not given such notice of dissent, as is required by Clause 16.1 of the SCHEME herein the shares in the Transferee Company to which they are entitled under the said SCHEME. (vii) That the Transferee Company shall file the revised Memorandum and Articles of Association with the Registrar of Companies, Chennai and further make the requisite payments of the differential fee (if any) for the enhancement of authorized capital of the Transferee Company after setting off the fees paid by the Transferor Company. (viii) That the Transferor Company and the Transferee Company, shall within thirty days of the date....