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TMI Blog2021 (7) TMI 486X X X X Extracts X X X X X X X X Extracts X X X X ..... Scheme of Amalgamation by way of Merger by Absorption between Taj Madras Flight Kitchen Private Limited (hereinafter referred to as the "Transferor Company/Amalgamating Company" as the context may admit) and Taj SATS Air Catering Limited(hereinafter referred to as the "Petitioner Company/Transferee Company/Amalgamated Company" as the context may admit) under Sections 230-232 of the Companies Act, 2013 (hereinafter referred to as the "Scheme" or the "Scheme of Amalgamation"). The Advocate for the Petitioner Company further states that the Petitioner Company has its registered office in the State of Maharashtra and the subject matter of the Company Scheme Petition is within the jurisdiction of this Tribunal. The Transferor Company has its registered office in the State of Tamil Nadu and thus the Transferor Company has filed its Company Petition before the National Company Law Tribunal, Chennai Bench seeking sanction to the Scheme and the same is pending for final hearing. 4. The Petitioner Company has approved the said Scheme by passing the Board Resolution dated 24th July, 2020 and the Transferor Company has approved the said Scheme by passing the Board Resolution dated 22nd July, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany to reduce the number of operating entities under their control which in turn will lead to lower compliance costs for accounting, auditing, board meetings, secretarial procedures, etc. b. After the Scheme becomes effective, the Petitioner Company will gain entry into a market in which it is not present currently and hence will be in a position to consolidate and increase both its revenue share and profits. c. The Scheme will facilitate an integrated approach to internal policies pertaining to manning norms, remuneration, employee benefits, workplace rules and policies, approach to unionized staff settlements, etc. This will enable the Transferor Company and Petitioner Company to stand on a common platform and adopt a common approach to common issues. d. The Petitioner Company has been undertaking extensive new product branding and sales promotion activities which can also be extended to the Transferor Company after the Scheme becomes effective. e. The Scheme will lead to an exhaustive review of operations at all levels within the Transferor Company with a view to reduce duplicity of costs and resources which can be more efficiently utilized elsewhere. This measure will ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... per Part-I-Definitions Clause 1.1(1.1.2) & Clause 1.1(1.1.5) of the Scheme, "Appointed Date" means April 1, 2020; "Effective Date" means the last of the dates on which all the conditions and matters referred to in Clause 22 of the Scheme occur or have been fulfilled or waived in accordance with this Scheme. References in this Scheme to date of 'coming into effect of the Scheme' or 'effectiveness of the Scheme' shall be construed as references to 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 at a date subsequent to the appointed date. However, this aspect may be decided by the Hon'ble Tribunal taking into account its inherent powers. Further, the Petitioners may be asked to comply with the requirements as clarified vide circular no. F. No. 7/12/2019/CL-I dated 21.08.2019 issued by the Ministry of Corporate Affairs. As regards the observation in paragraph IV (b) of the said Report, the Petitioner ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Tribunal vide order dated 21st January, 2021, the Petitioner Company has filed Affidavit dated 17th March, 2021 proving issuance of notices to the secured creditor and unsecured creditors of the Petitioner Company, in this Hon'ble Tribunal. d) Hon'ble NCLT may kindly direct the petitioners to file an affidavit to the extent that the Scheme enclosed to Company Application & Company Petition, are one and same and there is no discrepancy/any change/changes are made, for changes if any, liberty be given to Central Government to file further report if any required; As regards the observation in paragraph IV (d) of the said Report, the Petitioner Company states that the Petitioner Company undertakes to this Hon'ble Tribunal that the Scheme annexed to the Company Scheme Application CA (CAA) No. 1147/MB/2020 and the Scheme annexed to the Company Scheme Petition C.P.(CAA) No. 59/MB/2021 is one and the same and that there is no discrepancy/any change/changes made therein. e) The Petitioners under provisions of section 230(5) of the Companies Act, 2013 have to serve notices to concerned authorities which are likely to be affected by Ama ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... visions of section 2(1B) of the Income Tax Act. As regards the observation in paragraph IV(g) of the said Report, the Petitioner Company states that the Petitioner Company undertakes to this Hon'ble Tribunal, that the Petitioner Company shall ensure compliance of all the provisions of Income Tax Act 1961, including provisions of Section 2(1B) of the Income Tax Act. h) As per Part II-Clause 14 to 19 of the Scheme (Section 3- Cancellation of Shares of the Transferor Company and Consolidation of the authorized share capital). In this regard it is submitted that the fee payable by the Transferee Company shall be in accordance with the provisions of Section 4, Section 13, Section 14 & Section 61, and Section 232(3) (i) of the Companies Act, 2013 further if any stamp duty is payable the same should be paid in accordance with applicable laws of the State. As regards the observation in paragraph IV(h) of the said Report, I say that: (i) in clause 17 of the Scheme it is clarified that the consent of the shareholders of the Transferor Company and the Petitioner Company to the Scheme shall be deemed to be sufficient for the purposes of effecting th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... /RBI Guidelines by the Transferee Company. As regards the observation in paragraph IV(j) of the said Report, the Petitioner Company states that the Transferee Company is a wholly owned subsidiary of the Petitioner Company and in terms of clause 14 of the Scheme, upon the Scheme coming into effect, all equity shares of the Transferor Company held by the Petitioner Company shall stand cancelled without any further application, act or deed. It is clarified that no new shares shall be issued or payment made in cash or in kind, whatsoever, by the Petitioner Company in lieu of such shares of the Transferor Company. Though the Petitioner Company has foreign/non-resident shareholders, there is no issuance of new shares to the equity shareholders of the Petitioner Company pursuant to the Scheme, thus there would not be any requirement to comply with the provisions of Section 55 of the Act, FEMA Regulations/RBI guidelines. In any event the Petitioner Company undertakes to this Hon'ble Tribunal that the Petitioner Company, shall duly comply with the FEMA Regulations/RBI guidelines, if applicable; k) The Registered Office of Taj Madras Flight Kitchen Private Limit ..... X X X X Extracts X X X X X X X X Extracts X X X X
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