TaxTMI 
TaxTMI 
2022 (5) TMI 85
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....956. Both Companies are unlisted private limited companies. ii. Both the companies are having similar objects complementary to each other, such as to carry on the business of operation and maintenance service of all types in Engineering field. iii. According to the Petitioners, the proposed scheme of Amalgamation between the Transferor Company and Transferee Company would enable the Transferee Company to position itself with improved size and enable efficient utilization of the resources. The specific advantage arising from the Scheme of Amalgamation is that the net worth of the Transferee Company will substantially increase thereby enabling the Transferee Company to leverage its resources and assets in a more efficient and advantageous manner paving way for quicker business growth and benefiting the shareholders of the Transferor Company and the Transferee Company. The Scheme proposes that the Transferor Company be merged into and amalgamated with the Transferee Company, by dissolution without winding up of the Transferor Company pursuant to Section 230 to 232 of the Companies Act, 2013 and other relevant provisions of the Act. The Scheme also proposes the vestin....
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....tives, including without any limitation, privileges, liberties, rights and powers of all kinds, nature and description whatsoever in any manner owned by, in relation to or connected with the Transferor Company. 1.15.2 all the debts, liabilities, duties, and obligations of whatsoever kind of the Transferor Company including but not limited to the liabilities as appearing in its Audited Balance Sheet as at 31.03.2019. 4. The transfer and vesting of the undertakings of the transferor company and other components of the scheme of amalgamation are as follows: SECTION- I 4.1 On the Effective Date, it shall be deemed to have come into force on and from the Appointed Date and the expression "Upon the Coming into Force of the Scheme" shall be accordingly construed. 4.2 Upon Coming into force of the Scheme, the Undertakings of the Transferor Company shall, without any further act, deed or order be transferred to and vested in or deemed to have been transferred to or vested in the Transferee Company in accordance with the Scheme in pursuance of Section 232 of the Act. Consequently, the Undertaking of the Transferor Company shall become as an integral and....
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.... the claimant, applicant or petitioner as the case may be and wherever the Transferor Company is a party, without any further act, deed or thing, in pursuance of the Scheme, the Transferee Company, shall, ipso facto, become the party in the same respect in which the Transferor Company was placed immediately before the Coming into Force of the Scheme. SECTION - II 4.7 Upon Coming into Force of the Scheme, to the extent that there are any loans, outstanding dues or balances due from either of the Transferor Company to the Transferee Company or vice versa, the obligations in respect thereof shall come to an end and corresponding effect shall be given in the books of accounts and records of the Transferee Company and there shall be no liability in this behalf by or from one company to another company. 4.8 The Transferee Company may at any time after the Coming into Force of the Scheme in accordance with the provisions hereof, if so required, under any law or otherwise, execute deeds of confirmations in favour of Secured Creditors of the Transferor Company or in favour of any other party or any writings as may be necessary to be executed in order to give forma....
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....not sanctioned or gets sanctioned with modifications, if any, the Scheme shall be construed accordingly and only that part of the Scheme that is not sanctioned shall not apply and other parts shall be construed, given effect and implemented accordingly after giving due effect in all respects to the part that has not been sanctioned and to the part that has been modified. 4.15 The above provisions shall have effect notwithstanding anything to the contrary contained in any instrument, deed or writing or the terms of sanction; all of which instruments, deeds or writings shall stand modified and/or superseded by the foregoing provisions. 5. The legal proceedings, contracts, deeds, bonds, schemes and other instruments are as follows: 5.1 If any suit, appeal, or other proceedings of whatever nature (hereinafter called "the proceedings") by or against the Transferor Company be pending as on the effective date, the same shall not abate, be discontinued or be in any way prejudicially affected by reason of the transfer of the Undertaking of the Transferor Company or of anything contained in the Scheme, but the proceedings shall be continued, prosecuted and enforced by or....
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....on to the extent or operation or scope of any of the subsisting charges upon the properties of the Companies. 7. Accounting Policy Relating To Amalgamation is as follows: 7.1 The accounting of the Amalgamation under the Scheme shall be carried out in accordance with the Generally Accepted Accounting Principles as are prevailing in India. The accounting of the Amalgamation shall be done as per the Pooling Interest Method prescribed in the Accounting Standard 14. 7.2 Upon Coming into Force of the Scheme, the immovable property forming part of the Undertaking of the Transferor Company shall be carried to the books of account of the Transferee Company at their book value on a going concern basis. 7.3 Upon Coming into Force of the Scheme, all other assets (excluding Immovable Properties) forming part of the Undertaking of the Transferor Company shall be carried to the books of account of the Transferee Company at the same value at which they are appearing in the books of account of the Transferor Company as at the Appointed Date. 7.4 Upon Coming into Force of the Scheme, all the liabilities forming part of the Undertaking of the Transferor Company ....
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.... 9.1 The Authorized Share Capital of the Transferee Company shall, upon Coming into Force of the Scheme, ipso facto, without any further act, deed or thing and without payment of any further registration fee or stamp duty for registration of such increase in authorised share capital, stand increased by the addition thereto of the Authorised Capital of the Transferor Company such that the Authorized Capital of the Transferee Company on the Scheme becoming effective shall be Rs. 5,20,00,000/- (Five Crore Twenty Lakhs Only) divided into 4,70,000 (Four Lakh Seventy Thousand only) Equity Shares of Rs. 100- each and 50,000 (Fifty Thousand) Preference Shares of Rs. 100 each. 9.2 The filing of the orders of the Tribunal together with the sanctioned Scheme with the office of the Registrar shall be deemed to constitute sufficient compliance of the provisions of the Act in respect of such automatic increase in the Authorized Share Capital of the Transferee Company. 9.3 The Transferee Company shall be entitled to mention at all appropriate places including all its financial statements and books, statements and all other records and wherever else required, the said increased....
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....cash within 15 (Fifteen) days of the Record Date computed at the same Price per share of the respective Transferor Company on the basis of which the Share Exchange Ratio has been determined. 10.4 For this purpose, those shareholders whose names are found in the Register of Members of the Transferor Company on the Record Date shall be taken as the Eligible Shareholders of the respective Transferor Company. 10.5 The equity shares to be allotted as aforesaid, shall rank for dividend, voting and all other rights pari passu with the existing equity shares of the Transferee Company provided that they shall not qualify for dividend declared in respect of the period prior to their allotment. 11. Registrar of Companies filed a report on 01.02.2022 stated that the Regional Director, Southern Region, Ministry of Corporate Affairs, Chennai being the competent authority by virtue of the powers delegated to him by the Central Government had examined the Scheme with reference to the material papers made available to him decided not to make any objection to the scheme of amalgamation except with the observation that as per Clause 1.6 of the Scheme, the Appointed Date is 01.04.....