TaxTMI 
TaxTMI 
2025 (6) TMI 201
X X X X Extracts X X X X
X X X X Extracts X X X X
....ions and/or merchant services. The Non-Applicant, Pine Labs Limited, is a company incorporated in Singapore and the holding company of the Appellant, with 99.89% shareholding. ii) The Appellant and the Non-Applicant had proposed a scheme of amalgamation under Sections 230-232 read with Section 234 of the Companies Act, 2013, whereby the Non-Applicant would cease to exist as a separate legal entity and shall be deemed to be dissolved without winding up. The Scheme was approved by the board of directors of the Appellant vide board resolution passed on 08.02.2024, and that of the Non-Applicant/ Transferor Company was passed on 13.12.2023, read with the Directors Resolution in Writing dated 07.02.2024. On 09.05.2024, the High Court of Singapore approved and sanctioned the Scheme. iii) The Appellant, filed the first motion application bearing CA(CAA) No. 6/Chd/Hry/2024 before the Ld National Company Law Tribunal, Chandigarh Bench. The Ld. NCLT on 12.08.2024, disposed of the First Motion Application with directions to issue notices to the statutory and regulatory authorities along with directions for convening the meetings of the equity shareholders and the unsecured cr....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ernment of India. It is argued if the Impugned Order is not clarified to this extent, it wrongly records 'Appointed Date' as date of the Impugned Order in paragraphs 14(i), 14(iv)(e) and 14(iv)(f) of the Impugned Order, it will severely prejudice the interest of the Appellant herein as it will impede the implementation of the Scheme. 4. The Appellant prays before this Tribunal the definition of the 'Appointed Date' as provided in the Impugned Order may be set aside and it be directed that the 'Appointed Date' of the Scheme shall have the meaning as ascribed to it as in the Scheme. 5. The Ld. Counsel appearing on behalf of the respondent viz. Regional Director, North Zone states he relies upon the documents filed before the Ld. NCLT. He drew our attention to para 5.1.4 of the impugned order dated 09.04.2025 wherein it is noted the Ld. Counsel appearing for Regional Director has no objection against the Scheme. He further drew attention to an order dated 19.02.2025 passed by the Ld. NCLT, Chandigarh wherein the following is recorded: "Mr. Vineet Khatri, Public Prosecutor has appeared on behalf of the RD and submitted that they have no objections....
X X X X Extracts X X X X
X X X X Extracts X X X X
...., permissions and approvals as are necessary Or required by either or both the Transferor Company and the Transferee Company or their respective shareholders under any and all applicable laws, from all Governmental Authorities (including from the Reserve Bank of India, as applicable), for or in respect of or in connection with the Amalgamation or the implementation of the Scheme." 8. As per the submission of the learned senior counsel for the appellant the conditions as enumerated in Clause 35.1 from (a) to (g) were concluded on the following dates:- "Condition (a) qua approval of the scheme by the requisite majority of various classes was complete by 28.09.2024; Condition (b) qua approval of the scheme by PLS shareholders was approved on 22.04.2024; Condition (c) was completed on 09.05.2024 when the Singapore Court granted an order for approval which became final; Condition (e) viz. the impugned order was passed on 09.05.2024; Clause (g) all authorization, consents, clearances, permissions and approval as are necessary or required by both the companies have been obtained and now only lodgement of the Singapore Court order as well as filing the certified copy of the Ld.....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ayment of feel penalty etc., if any, due or required in accordance with law or in respect to any permission/ compliance with any other requirement, which may be specifically required under any law. 14. This Tribunal do further order: i. Upon the sanction becoming effective from the appointed date of amalgamation i.e. from the date of this order in the present case, the Transferor Company shall follow the necessary procedure as laid down under the laws of the Singapore and this Order would be effective only after the amalgamation of Transferor Company with the Transferee Company is approved under the laws of Singapore by following the due procedure under the Companies Act and other relevant laws of Singapore;" 10. The appellant is aggrieved of the fact while the Ld. NCLT granted permission to the scheme of amalgamation as proposed by the petitioner company and held the scheme of amalgamation shall be binding by the petitioner company its shareholders and creditors yet changed the appointed date in para 14(i) of the impugned order whereas it had no authority to do so. 11. At the outset, we note that Regional Director, North Zone of Ministry of Corporate Affair....