TaxTMI 
TaxTMI 
2021 (1) TMI 1178
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....nterprises India Ltd. (transferee company) and their respective shareholders and creditors, in terms of scheme of arrangement which is annexed at page Nos. 153-183 to the petition. 2. The averments made in the application are briefly described hereunder : Transferor company : (a) M/s. Kling Enterprises India Ltd. (CIN : U67120TG2007PLC053474) is a company incorporated under the provisions of the Companies Act, 1956. The main objects of the transferor company are to carry on the business of buying, holding, selling, underwriting, investing, acquiring various securities and properties including equity, preference, stocks, debentures, debentures stock and bonds in any of the corporate, companies, firms, undertakings, bodies, etc. Certified copy of the memorandum and articles of association of the transferor company is annexed hereto and marked as annexure 1. (b) The authorised share capital of the transferor company is Rs. 17,50,00,000 (rupees seventeen crores fifty lakhs only) divided into 17,50,00,000 (rupees seventeen crores fifty lakhs) equity shares of Re. l (rupee one only) each. The present issued, subscribed and paid-up share capital of t....
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....ne only) each fully paid-up. Certified copy of the audited balance-sheet as at March 31, 2019 of the transferee company is annexed hereto and marked as annexure 4. Financials-transferee company The financial summary of the transferee company as on March 31, 2019 is given below : Particulars Amount (Rs.) Equity and liabilities : Share capital 4,90,18,590 Other equity (15,28,68,443) Non-current liabilities Borrowings 6,82,76,400 Current liabilities Trade payables 62,95,728 Provisions 8,793 Other current liabilities 3,12,36,362 Total 19,67,430 Assets : Non-current assets Fixed assets intangible assets 2,98,316 Other financial assets 12,20,108 Other non-current assets 2,72,627 Current assets Cash and cash equivalents 74,687 Other financial assets 1,01,692 Total 19,67,430 3. The board of directors of petitioner No. 1/transferor company and petitioner No. 2/transferee company vide its resolution dated May 23, 2019 have approved the scheme of arrangement involving demerger. The sche....
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....in the present competitive business environment. • Synergies in operational process and creation of efficiencies as well as optimization of operation expenditure. • Increase in competitive strength, improvement in the financial managerial and technical capabilities. In view of the above rationale, the board of directors of the transferor company and the transferee company are of the opinion that the demerger would benefit the shareholders, employees and other stakeholders of the transferor company and transferee company. 5. It is averred in the first stage this Tribunal passed orders in C. A. (CAA) No. 51/230/HDB/2020, dated February 21, 2020 and directed for convening meetings of the shareholders of the transferee company and dispensed with the meetings of the shareholders, secured and unsecured creditors of petitioner-company No. 1/transferor company and further dispensed with the meeting of unsecured creditors of petitioner-company No. 2/transferee company for the proposed scheme of arrangement. A copy of the order dated February 21, 2020 is annexed hereto as annexure 20 to the petition. 6. It is averred that as per the Tribunal order dat....
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....y be pleased to direct the petitioner-company(s) to preserve its books of account and papers and records and shall not be disposed of without the prior permission of the Central Government in terms of provisions of section 239 of the Companies Act, 2013. It is submitted that the petitioner-companies will ensure the compliance of the provisions of section 239 of the Companies Act, 2013 all applicable laws and rule 17(2) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. (b) The hon'ble Tribunal may be pleased to direct the petitioner-company(s) to ensure statutory compliance of all applicable laws and on sanctioning of the present scheme the applicant company shall not be absolved for any of its statutory liability in any manner. (c) The hon'ble Tribunal may be pleased to direct the petitioner-companies, involved in the scheme to comply with rule 17(2) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 with respect to filing of order for confirmation of schemes to be filed in form INC-28 with the concerned office of Registrar of Companies by the petitioner-company. (d) Transferee company ....
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.... every listed company is required to give e-voting facility to all its shareholders. In further clarification filed SEBI Circular No. CFD/DIL3/CIR/2017/21, dated March 10, 2017. 9. The official liquidator has filed his report, O. L. R. No. 22 of 2020 dated October 5, 2020 confirming that the official liquidator is not entitled to submit specific representation in the scheme of demerger. 10. The transferee company is a listed company whose shares are listed on NSE. The stock exchange has given its consent for the scheme. Copy of consent/observation letter of stock exchanges are enclosed as annexure 19, i. e., at page Nos. 264 and 265. 11. It is stated that there is no petition under section 397 or 398 of the Companies Act, 1956 or sections 241 to 244 of the Companies Act, 2013 filed against the petitioners and there has been no material change in the affairs of the petitioners, except for what was done in the normal course of business. There are no proceedings pending under sections 235 to 251 of the Companies Act, 1956 or under sections 210 to 227 of the Companies Act, 2013 against the petitioners. No winding up petition is pending against the transferee company. 12. Th....
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....to the resulting company and accordingly the same shall pursuant to section 232 of the Companies Act, 2013 be transferred to and vest in the resulting company to become the assets, property, rights and powers of the resulting company. (4) If demerged company or resulting company restructures its equity share capital by way of any corporate actions during the pendency of the scheme, except as provided in the scheme of arrangement, the same shall be done with the approval of the Tribunal. (5) Direct the petitioner-companies to comply with the observations pointed out by the Regional Director if any. (6) All the liabilities including taxes and charges if any and duties of the demerged undertaking of the demerged company be transferred without any further act or deed to the resulting company and accordingly the same shall pursuant to section 232 of the Companies Act, 2013 and also in accordance with section 2(19AA) of the Income-tax Act, 1961 be transferred to and become the liabilities including taxes and charges if any and duties of the resulting company. (7) The tax implications, if any, arising out of the scheme is subject to final decision of concerned tax authorities ....