TaxTMI 
TaxTMI 
2021 (7) TMI 935
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.... amalgamation of R.J. Awaas Private Limited ("Transferor Company"), with and into Transways (Agents) Limited ("Transferee Company") and (b) de-merger of Investment Businesses ("Demerged Undertakings") of Admobile Private Limited ("Demerged Company-1"), Roos Electrical Works Private Limited ("Demerged Company-2") with and into Transways (Agents) Limited ("Resulting Company") from the Appointed Date, 01/04/2019 in the manner and on the terms and conditions stated in the said Scheme of Arrangement ("Scheme"). 3. The Petition has now come up for final hearing. Ld. Authorised Representative for the petitioners submits as follows:- (a) The Scheme was approved unanimously by the respective Board of Directors of the Petitioner Nos. 1, 2, 3 and 4 at their respective meetings held on 05/11/2019. (b) The circumstances which justify and/or have necessitated the Scheme and the benefits of the same are, inter alia, as follows:- (i) Amalgamation of Transferor Company and demerger of Demerged Undertakings belonging to Demerged Companies with and into the Transferee Company/Resulting Company would result in consolidation of similar business activities of investment int....
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....er Section 133 of the Companies Act, 2013. (d) No proceedings are pending under Sections 210 to 227 of the Companies Act, 2013 against the Petitioner(s). (e) The exchange/entitlement ratio of shares in consideration of the Arrangement has been fixed on a fair and reasonable basis and on the basis of the Report thereon of Mr. Pranab Kumar Chakrabarty, IBBI Registered Valuer. The shares of the Petitioner Nos. 1, 2, 3 and 4 are not listed on the stock exchanges. (f) Vide an order dated 28/02/2020 in Company Application (CAA) No. 268/KB/2020, this Tribunal made the following directions with regard to dispensation of meetings of shareholders and creditors under Section 230(1) read with Section 232(1) of the Act:- Meeting(s) dispensed: Meeting(s) of the Equity Shareholders, Preference Shareholders (as applicable), Unsecured Creditors of the Petitioner Nos. 1, 2, 3 and 4 for considering the Scheme were dispensed-with in view of all such shareholders and over 90% in value of such creditors having respectively given their consent to the Scheme by way of affidavits. Petitioner Nos. 1, 2, 3 and 4 do not have any secured creditors. (g) Consequently,....
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....ion 232(3)(i) of the Companies Act 2013. Further it is stated that Part-II of Clause 14 of the Scheme is in accordance with section 232(3)(i) of the Companies Act 2013. Paragraph No. 2(c) of RD Affidavit The Transferee Company should be directed to pay applicable stamp duty on the transfer of the immovable properties from the Transferor Companies to it. Paragraph No. 2(c) of Rejoinder With reference to para 2(c), it is stated that the petitioner's companies undertake to pay applicable stamp duty on the transfer of the immovable properties from the Transferor Companies to it. However, Petitioner Companies states that stamp duty will be paid only after sanction of the scheme and the Scheme becomes effective. Paragraph No. 2(d) of RD Affidavit In compliance of Accounting Standard-14 or IND-AS 103, as may be applicable, the Transferee Company shall pass such accounting entries which are necessary in connection with the scheme to comply with other applicable Accounting Standards such as AS-5 or IND-AS-8 etc. Paragraph No. 2(d) of Rejoinder With reference to para 2(d), it is stated that the petitioner's compa....
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.... and Company Petition are one and same and there is no discrepancy and no change. Paragraph No. 2(g) of RD Affidavit The Petitioners under provisions of section 230(5) of the Companies Act 2013 have to serve notices to concerned authorities which are likely to be affected by the Amalgamation or arrangement. Further, the approval of the scheme may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such authorities shall be binding on the Petitioner Company (s) concerned. Paragraph No. 2(g) of Rejoinder With reference to para 2(g), it is stated that under provisions of section 230(5) of the Companies Act 2013 and in terms of the order of Hon'ble NCLT notices to all concerned authorities which are likely to be affected by the Amalgamation has been served. Paragraph No. 2(h) of RD Affidavit It is submitted that the Income Tax Department by letter No. ITO/Ward-11(1)/Kol/Amalgam./2020-21/47 dated 23/11/2020 stated that the outstanding demands of Rs. 64,284/- for the A.Y. 2003-04 and Rs. 2,18,684/- for the A.Y. 2018-19 are lying pending against the assessee M/s. Admo....
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....hearing the submissions, it is ordered that even after the sanction of the scheme, the Admobile Private Limited will be liable for all liabilities as per the letter of Income Tax Department relating to Admobile Private Limited, as it is a demerged company and it is not getting dissolved. 9. Heard submissions made by the Ld. Authorised Representative appearing for the Petitioner. Upon perusing the records and documents in the instant proceedings and considering the submissions, we allow the petition and make the following orders:- a) The Scheme of Amalgamation and Arrangement mentioned in paragraph 1 of the petition, being Annexure "A" to the petition, be and is hereby sanctioned by this Tribunal to be binding with effect from the 01/04/2019 ("Appointed Date") on Transways (Agents) Limited ("Transways" or Transferee Company/Resulting Company), R.J. Awaas Private Limited ("R.J. Awaas" or "Transferor Company"), Admobile Private Limited ("Admobile" or "Demerged Company-1") and Roos Electrical Works Private Limited ("Roos" or Demerged Company-2), their respective shareholders and creditors and all concerned; b) That the Transferor Company with all their respective a....