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TMI Blog2017 (12) TMI 1776X X X X Extracts X X X X X X X X Extracts X X X X ..... nal to oppose the Petitions, nor any party has controverted any averments made in the Petitions. 2. The sanction of the Tribunal is sought under Sections 230 to 232 and Section 234 of the Companies Act, 2013, to the Scheme of Amalgamation Mahindra Forgings Global Limited (Transferor Company l) and Mahindra Forgings International Limited (Transferor Company 2) and Mahindra Gears and Transmissions Private Limited (Transferor Company 3) and Crest Geartech Private Limited (Transferor Company 4) with Mahindra CIE Automotive Limited and their respective Shareholders 3. The Counsel for the Petitioners submit that that the First Petitioner Company is engaged in the business of manufacturing of Engine and transmission gears and shafts. The key pro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sses ofthe Transferor Company 3 and the Transferee Company will result in enhancing shareholder value . (e) Rationalizing costs by elimination of administrative functions and multiple record-keeping; 5. The Counsel for the Petitioners submit that the Transferor Companies are wholly owned subsidiaries of the Transferee Company. 6. The Counsel for the Petitioner Companies further submits that the Board of Directors of the Transferor Companies and the Transferee Company have approved the said Scheme ofAmalgamation by passing Board Resolutions which are annexed to the Company Scheme Petition. 7. The Counsel appearing on behalf of the Petitioner Companies further states that the Petitioner Companies have complied with all the directions pas ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 16.10.2017 has served a copy ofcompany scheme application No 899 of2017 along with relevant orders etc. (c) The tax implication if any arising out of the scheme is subject to final decision ofIncome Tax Authorities. The approval of the scheme by this Hon 'ble Tribunal may not deter the Income Tax Authority to scrutinize the tax returnfiled by the Petitioner Companies after giving effect to the scheme. The decision of the Income Tax Authority is binding on the petitioner Companies. (d) It is submitted that Mahindra Forgings Global Limited, Transferor Company I and Mahindra Forgings International Limited, Transferor Company 2 are situated in Mauritius. The Petitioner Companies shall comply with the laws andprovisions ofthe Republic o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eree Company has not submitted copy of notice in CAA-3 to Competition Commission of India. Save and except as stated in para IV (a) to (f) it appears that the Scheme is not prejudicial to the interest of shareholders & public. 10. In so far as observations made in paragraph IV (a) of the Report of Regional Director is concerned, the Transferee Company through their Counsel undertakes that in addition to compliance of AS-14 (IND AS-103) the Transferee Company shall pass such accounting entries which are necessary in connection with the scheme to comply with other applicable Accounting Standards such as AS-5 (IND AS-8) to the extent applicable. 11. In so far as observations made in paragraph IV. (b) & (c) of the Report of Regional Directo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... servations made in paragraph IV (f) (i) of the Report of Regional Director pertaining to ROC's observations is concerned, the Transferee Company through its Counsel clarifies that in terms of Clause 2 of the scheme, the Scheme, shall be effective from the Appointed Date i.e. I st July 2017 but shall be operative from the Effective Date i.e. as defined in Clause 1.6 of the Scheme.. 15. In so far as observations made in paragraph IV (f) (ii) of the Report of Regional Director pertaining to ROC's observations is concerned, the Counsel for the Petitioners submit that the Transferee Company shall file amended copy of MOA & AOA with e-forms on MCA portal. 16. In so far as observations made in paragraph IV (f) (iii) of the Report of Regi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l on record, the Scheme appears to be fair and reasonable and is not in violation of any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the Scheme. 21. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 1075 of 2017 filed by the Petitioner Companies are made absolute in terms of prayer clause (a) of the Petition. 22. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Deputy Director or Assistant Registrar, National Company Law Tribunal, Mumbai Bench, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days fro ..... X X X X Extracts X X X X X X X X Extracts X X X X
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