TaxTMI 
TaxTMI 
2021 (11) TMI 955
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....into three line of business segments (i.e. manufacture and supply of rubber chemical, real estate and treasury operations). 4. The Ld. Counsel submits that the circumstances and/or reasons and/or grounds that have necessitated and/or justified the arrangement are stated in the said Scheme of Arrangement. They are inter alia, as follows: a. The amalgamation will enable the optimal utilisation of the available resources and yield benefits to the Transferee Company including achieve business synergies, market access, unified platform for growth, access to customer base and cost effectiveness. b. The amalgamation will enable the resulting business and activities of the Transferee Company to be carried on more efficiently, conveniently and advantageously with greater economies of scale, pooling and more efficient utilisation of their resources, elimination of duplication of work, rationalization of administrative structure, reduction in overheads and other expenses and improvement in various other operating parameters. c. The amalgamation will result in consolidation of businesses under single entity and achieve simplified corporate structure; d. The amalgamation will reduce ma....
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....nd service upon the sectoral authorities. 13. Learned Counsel for the petitioners submit that in compliance of the order dated 23rd July, 2021, the petitioner has published the notice of hearing and also served the sectoral authorities being Registrar of Companies, Central Government through the Office of Regional Director, Eastern Region, Income Tax Authorities, Official Liquidator, and Competition Commission of India. It is further submitted that affidavit of compliance dated 8th September, 2021 has been filed before this Tribunal. 14. Learned Counsel for the petitioner submits that the Official Liquidator has filed its report dated 13th September, 2021 and at para 10 of the said report it states that: "10. That the Official Liquidator on the basis of information submitted by the Petitioner Companies is of the view that the affairs of the aforesaid Transferors Companies do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest as per the provisions of the Companies Act, 1956/the Companies Act, 2013 whichever is applicable." 15. It is submitted that the Central Government through the office of Regional Director has filed....
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....it is submitted that in terms of the order dated 7th December, 2021 read with order dated 14th December, 2021, meeting of the shareholders and creditors of the Transferee Company was convened on 25th January, 2021 and meeting of the unsecured creditors of the Transferor Companies were also convened on 25th January, 2021, other meetings were dispensed. The resolution for the sanction of the Scheme was passed by requisite majority in the said meetings. The Chairperson so appointed by this Hon'ble has also filed his report before this Hon'ble Tribunal in this regard. Paragraph 2 (f) of RD Affidavit: The Hon'ble Tribunal may kindly direct the Petitioners to file an affidavit to the extent that the Scheme enclosed to the Company Application and Company Petition are one and same and there is no discrepancy or no change is made. Paragraph 7 of Rejoinder: With regard to para 2(f) of the said affidavit it is submitted that the Scheme of Amalgamation enclosed to the company application and the company petition are one and the same and there is no discrepancy or change in the said Scheme. Paragraph 2 (g) of RD Affidavit: The Petitioners under provisions of section 230(....
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....es in Consolidated Financial Statements. AS-23 states that: "4...As regards share ownership, if an investor holds, directly or indirectly through subsidiary(ies), 20% or more of the voting power of the investee, it is presumed that the investor has significant influence, unless it can be clearly demonstrated that this is not the case...." 5. The existence of significant influence by an investor is usually evidenced in one or more of the following ways: (a) Representation on the board of directors or corresponding governing body of the investee; (b) participation in policy making processes; (c) material transactions between the investor and the investee; (d) interchange of managerial personnel; or (e) provision of essential technical information." APPL being a typical investor with sole objective of earning returns on investment made by it, since inception, neither through any agreement nor otherwise possess power to participate in the policy decisions of PAEPL. Due to the following reasons, it is stated that APPL does not have any significant influence over PAEPL: (a) APPL does not have any effective or proportional representation on the Board of directors of PAEP....
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....(j) of RD Affidavit: It is submitted that as per instructions of the Ministry of Corporate Affairs, New Delhi, a copy of the scheme was forwarded to the Income Tax Department on 24/08/2021 for their views/observation in the matter. However the same is still awaited. Paragraph 11 of Rejoinder: With regard to para 2 (j) of the said affidavit, it is submitted that the same is matter of record 16. From the material on record, the Scheme appears to be fair and reasonable and is not violative to any provisions of law, nor is contrary to public interest. 17. Since all requisite compliance has been fulfilled, the following orders in terms of prayers made in the petition, with modification by the Tribunal are passed: (a) The Scheme of Amalgamation being Annexure "A" herein is sanctioned by this Tribunal so as to be binding with effect from 1st April, 2020 being the Appointed Date as mentioned in the said Scheme on their respective shareholders and all concerned including those mentioned in the Scheme of Amalgamation; (b) Pursuant to Section 230 to 232 of the Companies Act, 2013, all properties, rights, powers, interests, assets and undertakings of the Transferor Companies as on ....