TaxTMI 
TaxTMI 
TaxTMI 
2024 (7) TMI 1752
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....me inter alia provides for amalgamation of the First Petitioner Company with the Second Petitioner Company and their respective shareholders pursuant to Sections 230 to 232 of the Act. 4. The Amalgamating Company/ Transferor Company was incorporated on 29.04.2022 as a private limited company, under the provisions of the Companies Act, 2013 with the Registrar of Companies, Mumbai. The Transferor Company was converted from a Limited Liability Partnership (LLP) on 29.04.2022. A certificate of incorporation consequent upon conversion from an LLP to a private limited company has been issued by the Registrar of Companies, Mumbai, Maharashtra. The shares of the Transferor Company are not listed on any stock exchanges. 5. The Board of Directors of the Petitioner Companies have approved the said Scheme at the respective Board Meetings held on 10.11.2022 which are annexed to the Company Scheme Petition and have approached the Tribunal for sanction of the Scheme. Pursuant to the said Board Resolutions, the Amalgamated Company/ Transferee Company has also submitted the Scheme with NSE and BSE. 6. The Appointed Date is 29th April 2022. 7. Nature of Business: 7.1. The First Petiti....
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....Stock Exchange of India Limited is not required in the case of merger of a wholly-owned subsidiary or its division with the holding company. Since the present Scheme envisages amalgamation of a wholly owned subsidiary (i.e. the First Petitioner Company) with its parent company (i.e. the Second Petitioner Company), prior approval from SEBI, BSE Limited and National Stock Exchange of India Limited is not required. It is further submitted that the Second Petitioner Company has filed the copy of the aforesaid Scheme and board resolution of the Second Petitioner Company approving the Scheme, with BSE Limited and National Stock Exchange of India Limited for the purposes of disclosure, in compliance with the provisions of Regulation 37(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. 12. The Petitioner Companies have served notice of hearing and final disposal of the captioned Company Scheme Petition on the Principal Chief Commissioner of Income Tax, Mumbai ("PCCIT"). The Petitioner Companies have filed an Affidavit of Service on 19.03.2024 evidencing service of the said notice upon the PCCIT. No representations on th....
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...., technical scrutiny, complaint or prosecution is pending against the Petitioner Companies. The Petitioner Companies undertake to comply with the provisions of Section 232(3)(i) of the Companies Act, 2013. The fees payable by the Second Petitioner Company on clubbing of the authorised share capital of the First Petitioner Company shall be set-off against the fees already paid by the First Petitioner Company for its share capital in accordance with the provisions of Section 232(3)(i) of the Companies Act, 2013. The Second Petitioner Company hereby states that pursuant to the order passed by the Hon'ble Tribunal dated 27 July 2023 in C.A.(CAA)/ 180/ MB/ 2023, the Second Petitioner Company has served notices to the BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India Limited and the Maharashtra Real Estate Regulatory Authority. Further, the First Petitioner Company has served notice to the Maharashtra Real Estate Regulatory Authority. Pursuant to the Scheme, the creditors of the Transferor Company will become creditors of the Transferee Company. The Transferee Company undertakes to meet, discharge and satisfy such liabilities in relati....
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.... under the provisions of section 230(5) of the Companies Act, 2013 have been served to the concerned authorities which are likely to be affected by the amalgamation, in compliance with the directions of the Hon'ble Tribunal and no objection has been received from any of the authorities. Further, the Petitioner Companies shall be bound by any decision of the concerned authorities that is made in accordance with law. f) As per Definition of the Scheme, "Appointed Date" means 29 April 2022; "Effective Date" means last of the date on which the certified copies of the orders of National Company Tribunal sanctioning this Scheme, is filed by the respective Parties with the jurisdictional Registrar of Companies. Reference in this Scheme to the date of "coming into effect of this Scheme" or "effectiveness of this Scheme' or "effect of this Scheme" or "upon the Scheme becoming effective" shall mean the Effective Date; In this regard, it is submitted that Section 232 (6) of the Companies Act, 2013 states that the scheme under this section shall clearly indicate an appointed date from which it shall be effective, and the scheme shall be deemed to be effective from such date and not a ....
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....ed regulatory authorities, including the Maharashtra Real Estate Regulatory Authority. Further, kindly note that prior approval of the Maharashtra Real Estate Regulatory Authority shall not be required in reference to circular 24/2019 dated 04 June 2019 issued by the Maharashtra Real Estate Regulatory Authority stating the following, "if the amalgamation or merger or demerger of the companies, which is not regarded as transfer under section 47 of the Income Tax Act, 1961 or where 75% of the shareholders remain same in the transferees company, the same shall not require the aforesaid approvals of the Allottee(s) under section 15 of the Act." j) The Petitioner Company states that the Transferee Company shall be in compliance with provisions of Section 2(1B) of the Income Tax Act, 1961. In this regard, the petitioner company shall ensure compliance of all the provisions of the Income Tax Act and Rules thereunder; The Petitioner undertake that Companies the Second Petitioner Amalgamated Company/ Company / Transferee Company shall be in compliance with provisions of Section 2(1B) of the Income Tax Act, 1961 and all the other provisions of the Income Tax Act, 1961 and rules t....
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....d any further observations. The Official Liquidator in his report dated 28.11.2022 has stated that the affairs of the First Petitioner Company have been conducted in a proper manner. Sr no Observation in the OL Report Reply of First Petitioner Company 5. With reference to clause No. 12 of the Scheme it is stated that such clauses overrides the provision of Companies Act, 2013 namely Section 232(3)(i) which inter-alia provides that, 'if a company is dissolved the fee paid by such company on its Authorised Share Capital shall be set off against any fees payable by the transferee company on its Authorised Capital. Accordingly, clause No. 12 may be modified. Clause No. 12 of the Scheme provides for the combination of authorised capital of the Transferor Company with the Transferee Company. Accordingly, the fees payable by the Second Petitioner Company on clubbing of the authorised share capital of the First Petitioner Company shall be set off against the fees already paid by the First Petitioner Company for its share capital in accordance with the provisions of Section 232(3)(i) of the Companies Act, 2013. 18. The Official Liquidator has not raised any furthe....
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....rting it by the requisite majority vote." 26. In view of the foregoing, upon considering the approval accorded by the members of the Petitioner Companies to the proposed Composite Scheme of Arrangement, and the affidavits filed by the Regional Director, the rejoinder and undertakings of the Petitioner Companies and the report of the Official Liquidator, there appears to be no impediment in sanctioning the present Scheme as the Scheme appears to be reasonable and is not violative of any provisions of law and is not contrary to public policy. 27. The Scheme annexed to the Company Scheme Petition is hereby sanctioned, and the Appointed Date of the Scheme is 29th April, 2022. It shall be binding on the Petitioner Companies involved in the Scheme and all concerned including their respective Shareholders, Secured Creditors, Unsecured Creditors/Trade Creditors, Employees and/or any other stakeholders concerned. ORDER 28. Consequently, sanction is hereby granted to the Composite Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013 and other applicable provision of Companies Act, 2013 read with Companies (Compromise, Arrangements and Amalgamation) Rules, 20....