9911796707
TMI Blog2021 (1) TMI 348X X X X Extracts X X X X X X X X Extracts X X X X ..... Petitioner Company approved the Scheme in their Board Meeting held on 24th January, 2019. The Appointed Date fixed under the Scheme is 1st April, 2019. 4. The Petitioner Company/Transferee Company is engaged in the business of providing Healthcare infrastructure with complete offerings in diagnostic imaging solutions, advanced therapies, ultrasound, laboratory diagnostics and point of care solution & services and has expertise & experience in enabling healthcare providers to bring better outcome for patients and has necessary infrastructure, facilities & experience in distribution, marketing, sales of medical devices/products. The Transferee Company holds the entire share capital of the Transferor Company. 5. The rationale of the proposed Scheme is described in the Company Petition stating that the Companies believe that such restructuring would have following benefits: (i) The Transferor and the Transferee Company are engaged in the similar nature of business. The Transferor Company being the wholly owned subsidiary of Transferee Company is managed by same management. Hence, after consolidation of both the companies into a single entity, the Companies would be effectively mana ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tutory requirements, if any, as required under Companies Act, 2013 and the Rules made thereunder as applicable. The undertaking given by the Petitioner Company is accepted. 8. The Regional Director (Western Region), Ministry of Company Affairs, Mumbai, has filed its Report dated 21st October, 2020 inter alia stating therein that save and except as stated in para IV (a) to (f) of the Report, the Scheme is not prejudicial to the interest of shareholders and public. In response to the observations made by the Regional Director, the Petitioner Company has also given necessary undertakings and clarification. The observations made by the Regional Director and the clarifications and undertakings given by the Petitioner Companies are summarized in the table below: Sr. No. Para (IV) RD Report / Observation dated 21st October, 2020 Response of the Petitioner Company (a) In compliance of AS-14 (IND AS-103), the Petitioner Companies 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) etc. In response to the observations in Para (a) made by Regional Director, the Petitioner ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mation, Transferee Company hereby undertakes to comply with the provisions of Section 232(3)(i) of the Companies Act, 2013. It is further submitted that fee and Stamp Duty, if any, accrue on approval of aforesaid Scheme of Amalgamation shall be borne by Transferee Company." (d) It is observed that the Transferee Company has foreign / non-resident shareholders. The Transferee Company must follow the FEMA guidelines while allotment of shares. Copy of the foreign/ non-resident shareholders of the Transferee Company enclose herewith as Annexure E. In response to the observations in Para (d) made by Regional Director, the Petitioner Company submits - "That pursuant to Para 1 of Part - III of Scheme of Amalgamation, no new shares shall be issued or payment by cash whatsoever by the Transferee Company in lieu of shares of the Transferor Company as the Transferor Company is a wholly owned subsidiary of the Transferee Company. However, Transferee Company undertakes to make appropriate compliance of the provisions of FEMA Guidelines and RBI Act, 1934 applicable to present case, if any." (e) The Registered office of the "Transferor Company" is situated in the state of Delhi i.e. outside ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... complete code in themselves, and the separate procedures prescribed for change of name, change of registered office, reduction of capital, etc., under other provisions of the Companies Act are not required to be followed if they are effected as part of the scheme itself. It is also settled law that approval by the members to the scheme should be treated as approval also under other provisions of the Companies Act. Of course, there may be procedures required to be followed consistent with the requirements of the MCA-21 programme, so as to ensure that the changes are effected in the registry maintained by the Registrar of Companies. The petitioner/transferor company No. 2 has undertaken to abide by all procedural compliances required in this regard. This undertaking is recorded." That in reply to Para IV (f) of the report of Regional Director, the Petitioner Company hereby undertakes to file necessary form with Registrar of Companies for carrying on amendment in Main Object of the Petitioner Company pursuant to Clause 3 of Part III of the Scheme of Amalgamation. 9. The undertakings filed by the Petitioner in response to the said report are accepted by this Tribunal. 10. Income Tax ..... X X X X Extracts X X X X X X X X Extracts X X X X
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