TaxTMI 
TaxTMI 
TaxTMI 
2021 (1) TMI 146
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....d in the Company Petition, which are relevant to the issue in question, are as follows: (1) M/s. Rangsons Schuster Technologies Private Limited (hereinafter referred to as 'Transferor Company') was incorporated on 30.08.2011 under the provisions of the Companies Act, 1956, as a Private Limited Company bearing CIN: U29100KA2011PTC060197 and PAN No.AAFCR4493. Its registered office is presently situated at Plot No. 9, Hebbal II Phase, KIADB Industrial Area Survey No.35, Part 36, 42, Pura Village Belagola Hobli Srirangapatna Taluk - 571401 Karnataka. The Company is carrying on the business of manufacturing, design, develop, assemble, produce, sell purchase, fabricate, import, export, and act as agents distributors and supplies of aviation tubes, pipes and hoses and other products and applications used in aviation industry etc. (2) The authorised, issued, subscribed and paid-up share capital of the Petitioner Company No.1 as on 31 March 2019, was as follows: Authorized Capital Amount (Rs.) 1,00,000 Equity Shares of Rs. 10/- each 7,50,000 10% Redeemable Preference Shares of the par value of Rs. 100/- each 10,00,000/- 7,50,00,000/- Total 7,60,00,000/- Issued, Subscribed & ....
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....olved as under: "RESOLVED THAT, pursuant of Sections 230 to 232 and all other applicable provisions, if any, of the Companies Act, 2013 and enabling provisions of the Memorandum of Association and Articles of Association of Rangsons Aerospace Private Limited (formerly known as Rangsons Defence Solutions Private Limited) (The Company' or 'The Transferee Company') and subject to the requisite approval of the shareholders/creditors of the Company and the sanction of the National Company Law Tribunal Bengaluru Bench or such other competent authority, as may be applicable, the consent of the Board be and is hereby accorded for the Scheme of Amalgamation of Rangsons Schuster Technologies Private Limited ("Transferor Company") with Rangsons Aerospace Private Limited ("Transferee Company") and their respective shareholders (herein after referred to as 'Scheme' or 'the Scheme or 'this Scheme'). (6) M/s. B.S. Ravikumar & Co., Chartered Accountants, the Independent Auditors of the Transferee Company, vide Certificate dated 10.01.2020, has inter alia confirmed that the proposed accounting treatment as specified in Clause 12 of the Scheme dealing with the acc....
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....equity shareholders of Transferor Company, whose names are registered in the Register of Members of Transferor Company on the Effective Date or to such of their respective heirs, executors, administrators or other legal representatives or their successors in title as may be recognized by the Board of Directors of Transferor Company No.1, in the following proportion, viz.: "1 (One) fully paid up equity shares of Rs. 10 each of Transferee Company shall be issued and allotted for every 1 (One) equity shares of Rs. 10 each held in Transferor Company (hereinafter referred to as "New Equity Shares")" (14) It is stated that the Petitioner Companies are not required to issue notice of Combination to Competition Commission of India due to the exemption provided under Notification No.S.O.988 (E) dated March 27th, 2017 issued by the Ministry of Corporate Affairs read with the Schedule I to the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011, as amended from time to time. (15) It is also stated that the Petitioner Companies are not required to issue notice of Amalgamation to the Joint Director, Enforcement Di....
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....ce against the Petitioner Companies. 6. The Regional Director (SER), Hyderabad vide Affidavit dated 29.06.2020 has inter alia pointed out the following observations: (1) It is observed that clubbing of authorized capital of the Transferor Company with Transferee Company is mentioned in Clause 11 of the Scheme and upon the sanction of the Scheme, the authorized capital of the Transferee Company shall increase. In this regard, the Transferee Company shall comply with Section 232 (3) (i) of the Companies Act, 2013, and pay the difference fee, after setting of the fee already paid by the Transferor Company on their respective Capital. Transferee Company shall give an undertaking to that effect. (2) The Transferee Company M/s.Rangsons Aerospace Private Limited was formerly known as M/s.Rangsons Defence Solutions Private Limited before the Company changed its name with effect from 16.10.2019. (3) It is also observed that the Transferor Company and Transferee Company have related party transactions during the years 2017-18 and 2018-19. The Petitioner Company may be directed to submit the compliance of Section 188 of the Companies Act, 2013 to the satisfaction of ROC. (4) Further,....
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....0 is Rs. 20.73 Crores. Both the Companies combined have confirmed orders for Rs. 24 Crores and for the Financial Year 2020-21 the expected turnover is about Rs. 34.5 Crores and for the Financial Year 2021-22 is about Rs. 72.33 Crores. Execution and delivery of the products have already started. The confirmed orders are from marquee customers such as ISRO, DRDO, ADE, Honeywell and Siemens. The Company is executing prestigious projects of ISRO/DRDO to the extent of 14 Crores during this year. With the Government now allowing private sector in the field of defence procurements and Aerospace Industries and with the Government's Defence Procurement Policy (DPP-2020) to indigenize defence procurements the merged entity with the infrastructure and personnel capability developed over the years is confident of exponential growth in the coming years. In view of the above, both the Transferor and Transferee Companies have the status of Going Concern. (4) Regarding Para No.4 of the ROC Report: It is stated that the said Open Charges pertain to the Secured Creditor which is the HDFC Bank. HDFC Bank has already given its Consent for the merger in the Company Application Stage. The list of ....
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....Company from the period 2014 to 2015 to 2018-2019. As per our information and records produced before us, there are no serious allegations against the Transferor Company. The Auditors have not stated any qualifications in their Statutory Audit Reports on the accounts from the period F.Y.2014-2015 to F.Y.2018-2019. As per the information given to us and records produced before us, the Company has not revalued any of its fixed assets from the period F.Y.2014-2015 to F.Y.2018-2019. According to records produced before us and according to the information available, no undue benefits have been derived by the Directors directly or indirectly from any transactions such as managerial remuneration etc. that the transferor Company might have made. 12.1 On the examination of the books of accounts and records of the Transferor Company and as per the explanations and information provided by the Transferor Company, we report as follows: a) We have obtained all the information and explanation, which to the best of our knowledge and belief were necessary for the purpose of scrutiny of books and papers of Transferor Company. b) In our opinion proper books of accounts, papers, Statutor....
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....mplifying the corporate structure. 13. On a consideration of the facts of the case as mentioned in the preceding paragraphs, which are not elaborated here again to avoid duplication and repetition, we are satisfied that the procedure specified in sub-sections (1) and (2) of section 232 of the Companies Act, 2013 has been complied with, and hence the Scheme of Amalgamation, as approved by the Boards of both the Transferor Company and the Transferee Company, is hereby sanctioned, as prayed, and in view whereof, this Tribunal passes the following further Order: (1) The Scheme of Amalgamation, as contained in the present Petition, is hereby sanctioned and the Appointed Date shall be 01st April, 2019; (2) Sanctioning the Scheme of Amalgamation should not be construed as an order in any way granting exemption from payment of Stamp Duty, taxes or other charges, if any, and payment in accordance with law or in respect to any permission/compliance with any other requirement which may be specially required under any law, and the same shall be dealt with by the respective Authority in accordance with the extant Laws and Rules governing such Duty, taxes or other charges, as applicable; and ....