TaxTMI 
TaxTMI 
2020 (7) TMI 850
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....The proposed amalgamation of Transferor Company into Transferee Company shall result into several advantages to both the companies and their stakeholders. Some of them are as under: - Consolidate the portfolio of brands and products that are relevant to the "textile sector" under a single roof; - Enable the merged entity to cater to the needs of entire value chain from fabrics to garments. - Operational synergies and efficiency for the merged entity. - Greater integration and greater financial strength and flexibility to result in maximizing overall shareholders value; - Enhancing the scale of operations, reduction in overheads, including administrative, statutory compliances, managerial and other expenditure, operational rationalization, organizational efficiency, and optimal utilization of resources by avoiding duplication of efforts; The requisite report confirming the proposed Share Entitlement Ratio of Equity Shares, being just and reasonable was provided by M/s. N. S. Kumar & Co., Independent Chartered Accountants and Niranjan Kumar, Registered Valuer, The Fairness Opinion was provided by M/s. Kunvarji Finstock Private Limited, ....
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.... vide the affidavit dated 16th March 2020. 6. (i) In case of Ashima Limited, perusal of the Chairman's report confirms the cumulative approval of the scheme by requisite majority of 97.77 % in numbers and 90.32 % in value, who exercised their right to vote through different modes made available, viz. remote e-voting and voting by physical ballots at the meeting. Further, the number of votes cast by the Public Shareholders in favour (i.e. 1,11,12,808 votes) of the resolution approving the proposed Composite Scheme of Arrangement were more than the number of votes cast against it (i.e. 95,73,362 votes) by the Public Shareholders, thereby approving the resolution as required as per SEBI Circular CFD/DIL3/CIR/2017/21 dated 10th March, 2017, by requisite majority of 53.72 %. The scheme was approved unanimously by the Preference Shareholders, Secured Creditors as well as Unsecured Creditors of the said Transferee Company at the respective meetings. (ii) In case of Ashima Dyecot Private Limited, the petitioner Transferor Company, perusal of the Chairman's report confirms the unanimous approval granted to the proposed Scheme from the Equity Shareholders, Secured Creditor....
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....tory authorities on or before 24th June 2020 and publications were duly made in the newspapers- on 26th June 2020. The affidavit of service and publication dated 30th June 2020 confirming the same has been placed on record. 10. The Petitioner Companies, on receipt of the representation of Regional Director and Official Liquidator, have filed a common additional affidavit on 25th June 2020 in response to the aforesaid representations which is/are as under: (i) It has been submitted that Para 2 (a), (b) and (e) of the representation of the Regional Director deals with the factual aspects viz. Service of Notice for the proposed Scheme, nature of the proposed Scheme, the proposed Exchange Ratio as recommended by independent Chartered Accountants and Rationale for the Scheme. (ii) Para 2 (c) of the affidavit, refers to the proposed consolidation of the Authorized Share Capital of the Transferor Company with that of the Transferee Company as envisaged under clause 12 of the Scheme. It is observed by the Regional Director that under Section 232 (3) (i) of the Companies Act, 2013, the Transferee Company shall get the set off for the amount of fees paid by the Transfero....
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....he scheme being effective requisite compliances shall be further made while issuing the shares pursuant to the scheme to such foreign shareholders. At this stage, it is worth noting that the Reserve Bank of India vide its letter dated 25ht February 2020, indicated that it shall not provide clearance to any scheme on individual basis but the onus for all compliances is on the petitioner company. (vi) Para (h) of the affidavit of the Regional Director refers to Clause 15 of the Scheme which deals with the Accounting Treatment. The Petitioner companies have specified in the scheme, that the treatment shall be in compliance with the applicable Accounting Standards viz. IND AS 103. In this regard, it has been submitted that the upon scheme being effective, the accounting treatment shall be in compliance with the Applicable Accounting Standards prescribed under Section 133 of the Companies Act, 2013. It is also clarified that the Statutory auditors of the Petitioner Transferee company has already confirmed the same vide his certificate dated 17th October 2019 which is already placed on record as Annexure G to the said petition. 11. The other regulatory authority viz. Official....