TaxTMI 
TaxTMI 
2022 (6) TMI 1457
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....AND SECURITIES LIMITED (for brevity The Transferee Company) in their Board of Directors meeting held on 09th June 2021 have accorded their approval for Scheme of Amalgamation (hereinafter referred to as "Scheme") as contemplated between the Petitioner companies. The Scheme is commonly annexed as Annexure 'D' 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)/54/CHE/2021 seeking directions for conducting the meeting of Equity shareholders of Transferor Company-1 and Transferor Company-2 and meeting of Preference shareholder and Unsecured Creditors of Transferee Company and dispensing with the ....
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....e amalgamation of the Transferor Companies with the Transferee Company will remove inefficiencies and result in simplification, streamlining and optimization of the group structure and efficient administration; ii) Achieving operational and management efficiency by way of consolidation of segregated companies under one Company; iii) Post-amalgamation of Transferor Companies with Transferee Company, Transferor Companies shall stand dissolved. Consequently, there would be lesser regulatory and legal compliance obligations including accounting, reporting requirements, statutory requirements, tax filings, company law requirements, etc. and therefore reduction in administrative costs. 4. In the second motion application file....
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.... 6.1. REGIONAL DIRECTOR: 6.1.1. The Regional Director, (hereinafter referred to as 'RD') Chennai to whom the notice was issued, has filed his Report on 07.02.2022 before this Tribunal and has stated at para 8 that Clause 10 of Part C of the Scheme provides for the protection of the Interest of the employees of the Transferor Company. 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. 6.1.2. Further At para 9, the RD has observed that clause 6.3 of Part B of the scheme state that the Transferee Company may increas....
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....ditor is fixed as Rs. 50,000/- (Rupees Fifty Thousand Only) for each transferor company, and the same maybe paid by the Transferor Company within a period of one week from the date of this order. 6.3. INCOME TAX DEPARTMENT: In spite of notice having been served to the Income Tax department by the Companies on 29.03.2022, there was neither any representation nor any report filed by the said authorities. In the said circumstances as per section 230(5) of the Companies Act, 2013, this Tribunal presumes that the said Department does not have any objection to the sanction of the Scheme. 6.4. OTHER STATUTORY AUTHORITIES In relation to the other statutory authorities to whom notices have been issued, neither the....
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.... as 'Annexure - F' to the typed set filed along with the Petition. 9. OBSERVATIONS OF THIS TRIBUNAL 9.1. After analysing the Scheme in detail, this Tribunal is of the considered view that the scheme as contemplated amongst the petitioner companies seems to be prima fade beneficial to the Company and will not be in any way detrimental to the interest of the shareholders of the Company. In view of the absence of any other objections having been placed on record before this Tribunal and since all the requisite statutory compliances having been fulfilled, this Tribunal sanctions the Scheme of Arrangement appended as Annexure "D" with the Company Petition as well as the prayer made therein. 10.1. The Learned Authoriz....
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....f the Transferor Companies shall pursuant to Section 232(3) of the Companies Act, 2013 without further act or deed be transferred to the Transferee Company and accordingly the same become the liabilities and duties of the Transferee Company. iii. That the Appointed date for the Scheme shall be 1st July, 2020 as specified in the Scheme iv. That all proceedings now pending by or against the Transferor Companies be continued by or against the Transferee Company. v. That all the employees of the Transferor Companies in service on date immediately preceding the date on which the Scheme finally takes effect shall become the employees of the Transferee Company without any break or interruption in their service. ....