TaxTMI 
TaxTMI 
2022 (7) TMI 244
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.... Company") and HARSHA AUTOMOBILES PRIVATE LIMITED (hereinafter referred to as "Transferee Company") under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 (for brevity 'the Act') read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity 'the Rules') pursuant to the Scheme of Amalgamation (hereinafter referred to as the 'SCHEME') proposed between the Companies and the said Scheme is also annexed as Annexure '5' to the typed set filed along with the Petition. 2. 1ST MOTION APPLICATION - IN BRIEF 2.1. The Transferor & Transferee Companies have filed the First Motion Application vide CA/(CAA)/38/CHE/2021 seeking directions for dispensing with the mee....
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....led by the Petitioner Companies, this Tribunal vide order dated 17.03.2022 has directed the Petitioner Companies to issue notice to the Statutory/Regulatory Authorities viz. (i) Regional Director (Southern Region), (II) RoC, Chennai, (iii) the Income Tax Department, (iv) Official Liquidator and other sectoral regulators, who may govern the working of the respective companies, as well as for paper publication to be made in "Business Standard", English (All India edition) and "Makkal Kural" Tamil (Chennai edition). 5. In compliance with the said directions issued by this Tribunal, the Petitioner Companies have filed an affidavit of service in relation to the compliance of the order passed by the Tribunal as noted above and a perusal of the s....
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....sferor Company "HARSHA CARS PRIVATE LIMITED". The RD prayed for a direction to the Transferee Company to file the requisite forms with the jurisdictional RoC to give effect to the proposed name. 6.1.4. It was further observed that as per the report of ROC Chennai, the Transferor and Transferee Companies are regular in filing their statutory returns and has reported that there is no prosecution/Inspection or Investigation is pending against the Companies. 6.1.5. In reply to the said observation made by the RD, the Petitioner has filed an Affidavit stating that the Board of Directors in their meeting held on 07.06.2022 has approved modification of the Appointed Date to 01.04.2021. Further, it has been stated in the Reply Affidavit that th....
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.... authorities to whom notices have been issued, neither they have filed any reply nor raised any objections to the Scheme and in the circumstances, this Tribunal presumes that other statutory Departments does not have any objection to the sanction of the Scheme. 7. VALUATION REPORT 7.1. The Learned Authorized Representative for the Petitioner Companies invited the attention of this Tribunal to the Valuation Report obtained from V. Gangadhara Rao, Registered Valuer dated 16.04.2021, wherein the share exchange ratio has been mentioned: "The share exchange ratio is 19.41:1 is considered equitable and appropriate. Accordingly, M/s. Harsha Automobiles Private Limited (Transferee Company) shall issue 19.41 shares for every 1 share to the shareh....
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....mpanies Act, 2013 and no proceedings against the petitioner companies for oppression or mismanagement have been filed before this Tribunal or erstwhile Company Law Board. 9.3. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the petitioners. 9.4. While approving the Scheme as above, it is clarified that this order should not be construed as an order in any way granting exemption from payment of stamp duty, taxes or any other charges, if any, payment is due or required in accordance w....