TaxTMI 
TaxTMI 
2019 (4) TMI 2194
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....osed Scheme of Arrangement (in Short, 'Scheme'), by virtue of which demerger, transfer and vesting of the Demerged Undertaking from M/s. Chemplast Sanmar Limited (hereinafter referred to as 'Applicant Company-1/Demerged Company/Transferee Company-1') in M/s. Chemplast Cuddalore Vinyls Limited (hereinafter referred to as 'Applicant Company-3/ Resulting Company') on a going concern basis. The petition further pertains to the amalgamation of M/s. Sanmar Speciality Chemicals Limited (hereinafter referred to as 'Applicant Company-2/Transferor Company-1') with the M/s. Chemplast Sanmar Limited (hereinafter referred to as 'Applicant Company-1/Demerged Company/Transferee Company-1') and M/s. SHL Securities (A....
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....-1. The Applicant Company-2/Transferor Company-1 is engaged in the business to carry on the trades or business of manufacturers, dealers import, export, retail and wholesale in Electro medical Equipment, Electronic Equipment, Electrical and Electronic appliances and apparatus including components and accessories, etc. The details of the main objects are set out in the Memorandum of Association of the Applicant Company-2/Transferor Company-1. The Applicant Company-3/Resulting Company is engaged in the business to manufacture, test, purchase, import, export, sell, distribute, stock, deal and trade in, process polymers and plastics, fine, heavy and petrochemicals, drugs and pharmaceuticals, insecticides and pesticides, water treatment chemical....
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....low a focused strategy and specialisation for sustained growth, which would be in the best interest of the shareholders, creditors, employees and other stakeholders in each of the companies. At the same time, the proposed restructuring does not in any manner undermine or prejudice the interests of any stakeholder or impose any additional burden on the members or creditors of the Applicant Company-3 or any of the Transferee Companies. 6. The Regional Director, Southern Region (for short, 'RD') in his Affidavit dated 22.03.2019 submitted that Clause 7.1 of Part II, 15.1 of Part II and 23.1 of Part IV of the Scheme of the respective Companies provide for the protection of the interest of the employees/staff of the demerged undertaki....
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....n the Effective date without any further application, act or deed. The cancellation of equity shares held by Transferor Company-1 in the Transferee company-1 and the consequential capital reduction shall be effected as part of this scheme itself and not under a separate procedure in terms of Section 66 of the Act. The consent of shareholders of the Transferor Company-1 to this scheme shall be deemed to be consent of its shareholders for the purpose of effecting reduction under the provisions of Section 66 of the Act and no further compliances would be separately required. The reduction of capital of the Transferor Company-1 does not involve any diminution of liability in respect of any unpaid share capital or payment to any shareholders of ....
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....tors or any other person or for any fraudulent purpose attracting the penal provisions of Section 339 of the Companies Act, 2013. Neither has any person or officer or director of the Transferor Companies misapplied or diverted or retained or became liable or accountable for any money or property of the Transferor Companies or has been found guilty of any misappropriation, breach of trust in relation to the Transferor Companies under Section 339 of the Companies Act, 2013 and the affairs of the Transferor Companies have not been conducted in a manner prejudicial to the interest of its members or creditors or the public. The OL has not raised any objection/observation. 12. It has been submitted by the Counsel for the Applicant Companies th....