TaxTMI 
TaxTMI 
TaxTMI 
2023 (1) TMI 748
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....jan, Advocates For the Respondents : Mr. S.Janarthanam, Advocate for R1 to R3. For the Liquidator : Mr. Mahendar, Company Prosecutor JUDGMENT ( Virtual Mode ) [ Per ; Ms. Shreesha Merla , Member ( Technical ) ] : 1. Aggrieved by the Order dated 31.05.2022 passed by the Ld. NCLT (National Company Law Tribunal), in I.A. No.2/2021 in CP (CAA) No. 576/230/HDB/2019 connected with CA (CAA) No.986/230/HDB/2018 the Transferor Company, M/s. Crown Beers India Private Limited preferred these Appeals, under Section 421 of the Companies Act, 2013 (hereinafter referred to as 'The Act'). Since both these Appeals deals with common facts, they are being disposed of by this common Order. 2. Company Petition No. 576/230/HDB/2019 connected with CA (CAA) ....
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....fore the NCLT seeking sanctioning of the Scheme. It is submitted that vide Order dated 11.08.2019 NCLT had admitted a Company Petition and directed the Appellant to publish the date of final hearing by advertising and directed the Appellant to Issue Notices and serve the relevant Statutory Authorities, namely the Regional Director, Ministry of Corporate Affairs ('MCA'), Registrar of Companies ('RoC'), the Official Liquidator and the Income Tax Department. It is stated that the second Respondent namely, the RoC Hyderabad had issued a notice dated 01.08.2019, seeking various clarifications and documentary proof to which a detailed Reply along with the requisite documents were filed on 31.12.2019. The first Respondent/the Regional Director Sou....
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....of Amalgamation, would be lost. 6. We observe from the record that the NCLT has gone into great detail into the Reports received from the Statutory Authorities i.e., the Regional Director, SER, MCA, Hyderabad, who filed the Reports on 30.10.2019, 27.01.2020, 12.03.2020 and 16.12.2021 together with the Reports filed by the Official Liquidator dated 11.03.2020, 07.09.2021 and 09.11.2021 and also the reports received from the MCA and has observed that there are multiple objections raised by the Regional Director and the Official Liquidator, which have not been satisfied to the complete satisfaction of the respective Statutory Authority. An Application to amend the Scheme had also been moved, which is pending therefore, the NCLT, while rejecti....
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....Amalgamations) Rules, 2016 clearly states that where an application is made to the Tribunal under Section 230 for sanctioning of a scheme involving merger or amalgamation requiring valuation report shall be made by a Registered Valuer as per the provisions laid down under Section 247 of the Companies Act, 2013 with regard to latest audited financial statements of the Company including consolidated financial statements. ii. As per the provisions of Section 230 of the Companies Act,2013 r/w Rule of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 clearly states that where an application is made to the Tribunal under Section 230 for sanctioning of a scheme involving merger or amalgamation, the report requiring a certificat....
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....oss account, exchange ratio, valuations, increase/ decrease of Income Tax Demands, if any. As on 31.03.2018, there are seven shareholders. i.e. Anheuser-Busch Netherlands Holdings II B.V., Anheuser-Busch Netherlands Holdings I.B.V., Anheuser-Busch Worldwide Investments Inc. Budwiser Hong Kong Holding Company Limited and Harbin Brewery Group Holding holding 58,45,67,979 equity shares and all the seven shareholders are foreigners. 5. The Hon'ble Tribunal may be pleased to dispose of the petition, directing the Petitioner Company to file a fresh Scheme after filing their due Statutory Return and also to issue directions for the observations as made in the affidavit dated 11.03.2020 filed before the Hon'ble Tribunal on 12.03.2020." 8....