TaxTMI 
TaxTMI 
TaxTMI 
2020 (6) TMI 764
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....se the Scheme of Merger and nor has any party controverted any averments made in the Petitions to the said Scheme of Merger. 3. The sanction of this Tribunal is sought under Sections 230 to 232 of the Companies Act, 2013 to the Scheme of Merger (By Absorption) between Pennzoil Quaker State India Limited(Transferor Company) and Shell India Markets Private Limited (Transferee Company)and their respective shareholders. 4. The Counsel for the Petitioner states that the Board of Directors of the Petitioner Company in their meeting held on January 28, 2019 approved the Scheme of Merger. The Appointed Date fixed under the Scheme of Merger is April 1, 2018. 5. The Counsel for the Petitioner further submits the rationale and relationship betw....
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....rder passed in CA(CAA)903/MB.II/2019by the Tribunal. 7. The Learned Advocate appearing on behalf of the Petitioner states that the Petitioner has complied with all requirements as per directions of this Tribunal and they have filed necessary affidavits of compliance with this Tribunal. 8. The Regional Director has filed his report dated 11th June 2020, inter alia, stating therein that save and except as stated in paragraph IV (a) to (h) of the said report, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph IV of the said report, the Regional Director has stated that:- (a) In addition to compliance of AS-14 (IND AS - 103), the Transferee Company shall pass such accounting entries which ....
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....ted 21.08.2019 issued by the Ministry of Corporate Affairs. (c) As per Part-V, Clause -18 (18 to 18.3) of the Scheme (Increase in Authorized Share Capital of the Transferee Company by clubbing of Share Capital of Authorized Share Capital), it is submitted that the fee, if any, payable by Transferee Company shall be in accordance with the provisions of Section 232(3)(i) of the Companies Act, 2013. (d) The registered office of Shell India Markets Private Limited, Transferee Company is situated at Chennai that is outside of the jurisdiction of this Tribunal and falls within the jurisdiction of NCLT at Chennai Bench. Accordingly, similar approval should be obtained by the Transferee Company from Hon'ble NCLT at Chennai Bench. (e) ROC, Mum....
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....) Rules, 2015 prescribed under the provisions of the Section 133 of the Act and pass such accounting entries which are necessary in connection with the Scheme of Merger. (b) As far as observation of Regional Director, Western Region, Mumbai, as stated in paragraph IV (b) of his report is concerned , the Counsel for the Petitioner submit that the Scheme of Merger contains definition the term "Appointed Date" as April 1, 2018 as a specific calendar date which is in compliance with the requirements of General Circular No.9 / 2019 issued by Ministry of Corporate Affairs ("MCA"). Further the Transferee Company undertakes to comply with all the other requirements laid under said circular issued by MCA to the extent applicable. The Petitioner fu....
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....n, are one and the same and there are no discrepancy/ any change/ changes are made. (g) As far as observation of Regional Director, Western Region, Mumbai, as stated in paragraph IV (g) of his report is concerned, Petitioner has served notices upon all its Regulatory authorities which are likely to be affected by the proposed amalgamation. Further, the approval of the scheme by this Tribunal shall not deter such authorities to deal with any issues arising after giving effect to the Scheme of Merger and their decision would be binding on the Petitioner Companies and all issues arising out of the scheme shall be decided in accordance with law. 10. The observations made by the Regional Director have been explained by the Petitioners in Para....