TaxTMI 
TaxTMI 
2020 (3) TMI 1330
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....ioner Companies states that the First Petitioner Company is primarily engaged in business of purchase, sale, import, export and marketing of refractories, refractory products, chemicals, formulations and related equipment required in industries such as steel plants, furnaces, power house and cement plants. The Second Petitioner Company is engaged in the business of manufacturing and marketing of refractories and allied products. The Third Petitioner Company is engaged in the business of manufacture and marketing of refractory products, systems and services and has various global partners for its international quality products. 4. The rationale for the Scheme is that the proposed amalgamation will lead to / enable: simplification of the corporate structure and consolidation of the India businesses of the RHIM group; establishing a comprehensive refractory product portfolio; realising business efficiencies, inter alia, through optimum utilisation of resources due to pooling of management, expertise, technologies and other resources of the Petitioner Companies; improved allocation of capital and optimisation of cash flows contributing to the overall growth prospects of the combined....
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.... the Petitioner companies have not submitted a Chairman's Report, admitted copy of the Petition, and Minutes of Order for admission of the Petition. In this regard, the Petitioner has to submit the same for the record of Regional Director. (c) The Hon'ble NCLT may kindly direct to the Petitioners to file an undertaking to the extent that the Scheme enclosed to the Company Application and the scheme enclosed to the Company Petition are one & same and there is no discrepancy or deviation. (d) In addition to compliance of AS-14 (IND AS-103), the Petitioner Companies shall pass such accounting entries which are necessary in connection with the scheme to comply with other applicable Accounting Standards such as AS-5 (IND AS-8) etc. (e) 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 share 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. ....
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....ccounting entries which are necessary in connection with the Scheme to comply with other applicable Accounting Standards such as AS-5 (IND AS-8). 13. In so far as observations made in paragraphs IV(e) of the Report of Regional Director are concerned, the Petitioner Companies undertake to comply with provisions of Section 232(3)(i) of the Companies Act, 2013. 14. In so far as observations made in paragraph IV(f) of the Report of the Regional Director are concerned the Petitioner Companies confirm and undertake that the Appointed Date has been fixed as the 1st day of January, 2019 which is in compliance with section 232(6) of the Companies Act, 2013 and the Scheme shall be effective from such Appointed Date but shall be operative from the Effective Date. 15. The observations made by the Regional Director have been explained by the Petitioner Companies in paragraphs 9 to 14 above. The clarifications and undertakings given by the Petitioner Companies are hereby accepted. 16. The Official Liquidator has filed his report, inter alia, stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ord....
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....n into consideration for valuation shall be the appointed date, because all the financial implications are dependent upon the cut off date and valuation thereof. 26. .......Appointed date shall be the date determining the value of the transfer of Assets and its implications, so that shareholders, creditors and all other stakeholders will be in a position to know the permutations and combinations of that arrangement, therefore, basing on which they will make up their mind how to go about the Scheme. Likewise, the Tax Authorities as well as Stamp Duty Authorities will be in a position to assess the Tax Liability as well as Stamp Duty payable over such transfer. 27. Let us assume a converse situation that valuation of the asset has been fixed on March 31, 2017, appointed date has been fixed as September 30, 2017, in the meanwhile if any material change has come in between to the asset of the company varying financials of it, what valuation will become relevant for levying stamp duty for transfer, for assessing tax implications, will it be the valuation date or appointed date opted by the company subsequent to valuation? If this is correct, what for appointed date has....
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....s passed by all the three Companies also on 31.07.2018 which implies that the valuation, fairness opinion, Board Resolution, all are dated 31.07.2018, i.e. all the important events have taken place on the same date, (appears to be within a gap of few hours) which raises concern. 25. Further, upon scrutiny of the shareholding and other details of both the transferor Companies, the Bench observed that both the transferor Companies are ultimately owned by RHI Magnesita N.V., Netherlands (through various Layers) and this parent Company is listed on London Stock Exchange. From the Share Exchange Ratio it is observed that a total of 4,08,57,131 shares would be issued to the Shareholders of both the Transferor Companies-I and II and the further break-up is 2,41,49,931 shares would be allotted to the shareholders of Transferor Company-I and 1,67,07,200 shares would be allotted to the shareholders of the Transferor Company-II. 26. The shares of Transferee Company is listed on both BSE and NSE. Accordingly, the value of shares to be allotted to both the Transferor Companies would be approximately Rs. 745.96 crore and the further break-up for the Transferor Company-I is approximately Rs....
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....uched a high of Rs. 237.80 and a low of 231.25 and closed at Rs. 231.90. If we take average of High and Low as on 01.01.2019, the share price works out to Rs. 234.50 and if we consider that amount and multiply with the number of shares to be allotted by the Transferee Company the same would amount to approximately Rs. 958 crore. In case of shareholders of Transferor Company-I would get shares worth approximately Rs. 566.31 crore and shareholders of Transferor Company-II would get shares worth approximately Rs. 391.78 crore of Transferee Company. 32. Further, the Bench has observed that upon the share capital of Rs. 34.28 Lakhs, (Securities Premium amounting to Rs. 64.93 crore) on a profit of Rs. 40.90 crore as on 31.03.2018, in case of Transferor Company No.I, the allotment of shares of Transferee Company would be approximately of Rs. 440 crore as on 31.07.2018 and would be approximately of Rs. 566.31 crore as on the appointed date i.e. 01.01.2019 and on the share capital of Rs. 18.40 crore, on a profit of Rs. 13.84 crore of Transferor Company No.II the shareholders would be allotted shares worth Rs. 305 crore as on 31.07.2018 and Rs. 391.78 crore as on the appointed date. 33....