TaxTMI 
TaxTMI 
2022 (11) TMI 1235
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....09.12.2020 for appropriate directions to a Scheme of /amalgamation before the Tribunal for sanctioning a Scheme of Amalgamation under Section 230-232 of the Companies Act, 2013 between Harishree Aromatics and Chemicals Private Limited, The Transferor Company and Lasa Supergenerics Limited, the Transferee Company. ii) The Transferor Companies is engaged in the business of organic and inorganic chemicals, chemical compounds and other preparations including undertaking job work for manufacturing and processing of all kinds of chemicals, drugs, intermediates, pharmaceutical, fine chemicals, reagents, laboratory grade chemicals etc. The promoter of the Transferee Company is major shareholder, holding 96.21 % of the issued, subscribed and paid up equity share capital of the Transferor Company. The Transferee Company is engaged in the business as manufacturers of organic and inorganic chemicals and their by-products, pharmaceuticals, drugs, intermediates, fine chemicals regents, laboratory grade chemicals, dye stuffs, dyes and colours, enzymes, derivatives, formulations, plastics, pesticides, pigments, varnishes, paints, agro-chemicals, petrochemicals, compound industrial and other prepa....
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....pool of finances, including optimization of borrowing costs and administrative compliances related thereto, larger size, consolidation of operations, mitigating competition, future opportunities, etc. The Amalgamated Company would be in a position to carry on consolidated operations through optimum utilization of its resources and integrated production facilities. The Amalgamated Company would also have a larger net-worth base, and greater borrowing capacity since the assets held by transferor companies are free from all encumbrances, which would provide it a competitive edge over others, especially in view of the increasing competition due to liberalization and globalization, which will be beneficial in more than one ways to the Transferor Company and the Transferee Company and their shareholders and creditors, as the Transferor Company and the Transferee Company plan to meet the competition in a more effective way by combining their asset base and operations. The Board of Directors of the Transferor Company and the Transferee Company are of the opinion that the amalgamation would motivate employees by providing better opportunities to scale up their performance with a corporate e....
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..... The Ld. Sr. Counsel for the Appellant during the course of argument and in his memo of Appeal along with written submissions submitted that The Transferor and the Transferee companies are engaged in the business or organic and inorganic chemical compounds and other pharmaceutical and drugs. The promoter of the Transferee Company is a major shareholder, holding 96.21% of the issued, subscribed and paid-up equity share capital of the Transferor company. The transfer will provide significant synergistic benefits, economies of scale, consolidated finances and operational efficiencies. The Authorized Capital of the Appellant Company is Rs. 50,00,00,000/- as on 31st March, 2020. The issued, subscribed and paid-up Capital of the Appellant Company is Rs. 40,67,26,680/- as on 31st March, 2020. The turnover of the Appellant has increased by 21% from Rs. 167.27 crores in the financial year 2019-21 to Rs. 202.38 crores for the financial year 2020-21. The Balance sheet of the Appellant Company as on 31st March, 2020 reflects a Net Worth of Rs. 141,46,55,000/- which has increased to Rs. 158, 91, 70,000/- at the end of financial year 31st March, 2021. 4. It is further submitted that the Tribun....
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....me and with clear indication therein that objections if any, shall be filed before the Tribunal within thirty days from the date of receipt of the letter. The Appellant further places reliance of the judgment/order dated 28th June, 2021 passed by this Appellate Tribunal in the matter of "Mohit Agro Commodities Processing Pvt. Ltd in Company Appeal (AT) No. 59 of 2021". Therefore, the Hon'ble Tribunal erred by directing the Appellant Company to obtain consent/NOC from the sole Secured Creditor in view of the fact that the rights of the said Secured Creditor are not getting affected in any manner by way of the proposed Scheme as no compromise is offered to any Secured or Unsecured Creditor of the Transferee Company and further that 96.21% of the shareholding of the Transferor Company is held by the promoter of the Transferee Company. Based on these submissions above the Appeal may be allowed. Submissions on behalf of the Respondent 7. The Ld. Counsel for the Respondent during the course of argument and in his reply affidavit submitted that the Respondent is in agreement with the Appellant and supports the filing of Appeal filed against the direction of the Tribunal in its order....