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TMI Blog2021 (7) TMI 935X X X X Extracts X X X X X X X X Extracts X X X X ..... titioner No. 1 ), R.J. Awaas Private Limited ( R.J. Awaas or Transferor Company or Petitioner No. 2 ), Admobile Private Limited ( Admobile or Demerged Company-1 or Petitioner No. 3 ) and Roos Electrical Works Private Limited ( Roos or Demerged Company-2 or Petitioner No. 4 ), and their respective shareholders and creditors. The Scheme provides for (a) an amalgamation of R.J. Awaas Private Limited ( Transferor Company ), with and into Transways (Agents) Limited ( Transferee Company ) and (b) de-merger of Investment Businesses ( Demerged Undertakings ) of Admobile Private Limited ( Demerged Company-1 ), Roos Electrical Works Private Limited ( Demerged Company-2 ) with and into Transways (Agents) Limited ( Resulting Company ) from the Appointed Date, 01/04/2019 in the manner and on the terms and conditions stated in the said Scheme of Arrangement ( Scheme ). 3. The Petition has now come up for final hearing. Ld. Authorised Representative for the petitioners submits as follows:- (a) The Scheme was approved unanimously by the respective Board of Directors of the Petitioner Nos. 1, 2, 3 and 4 at their respective meetings held on 05/11/2019. (b) The circumstances whi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in the best interests of the Companies as well as their respective shareholders and other stakeholders. (c) The Statutory Auditors of the Petitioner Nos. 1, 2, 3 and 4 have by their certificates dated 18/11/2019 confirmed that the accounting treatment in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013. (d) No proceedings are pending under Sections 210 to 227 of the Companies Act, 2013 against the Petitioner(s). (e) The exchange/entitlement ratio of shares in consideration of the Arrangement has been fixed on a fair and reasonable basis and on the basis of the Report thereon of Mr. Pranab Kumar Chakrabarty, IBBI Registered Valuer. The shares of the Petitioner Nos. 1, 2, 3 and 4 are not listed on the stock exchanges. (f) Vide an order dated 28/02/2020 in Company Application (CAA) No. 268/KB/2020, this Tribunal made the following directions with regard to dispensation of meetings of shareholders and creditors under Section 230(1) read with Section 232(1) of the Act:- Meeting(s) dispensed: Meeting(s) of the Equity Shareholders, Preference Shareholders (as applicable), Unsecured Creditors of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any should undertake to comply with the provisions of section 232(3)(i) of the Companies Act 2013 through appropriate affirmation. Paragraph No. 2(b) of Rejoinder With reference to para 2(b), it is stated that the petitioners companies undertake to comply with the provisions of section 232(3)(i) of the Companies Act 2013. Further it is stated that Part-II of Clause 14 of the Scheme is in accordance with section 232(3)(i) of the Companies Act 2013. Paragraph No. 2(c) of RD Affidavit The Transferee Company should be directed to pay applicable stamp duty on the transfer of the immovable properties from the Transferor Companies to it. Paragraph No. 2(c) of Rejoinder With reference to para 2(c), it is stated that the petitioner's companies undertake to pay applicable stamp duty on the transfer of the immovable properties from the Transferor Companies to it. However, Petitioner Companies states that stamp duty will be paid only after sanction of the scheme and the Scheme becomes effective. Paragraph No. 2(d) of RD Affidavit In compliance of Accounting Standard-14 or IND-AS 103, as may be applicable, the Transferee Company shall pass such accoun ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ation and Company Petition are one and same and there is no discrepancy or no change is made. Paragraph No. 2(f) of Rejoinder With reference to para 2(f), it is stated that the Scheme enclosed to the Company Application and Company Petition are one and same and there is no discrepancy and no change. Paragraph No. 2(g) of RD Affidavit 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 the Amalgamation or arrangement. Further, the approval of the scheme may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such authorities shall be binding on the Petitioner Company (s) concerned. Paragraph No. 2(g) of Rejoinder With reference to para 2(g), it is stated that under provisions of section 230(5) of the Companies Act 2013 and in terms of the order of Hon'ble NCLT notices to all concerned authorities which are likely to be affected by the Amalgamation has been served. Paragraph No. 2(h) of RD Affidavit It is submitted that the Income Tax Department by letter No. ITO/Ward-11( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e sanction granted to the scheme will not come in the way of action being taken in accordance with the law, against the concerned persons, directors, and official of the petitioners and Transferee Company. 8. After hearing the submissions, it is ordered that even after the sanction of the scheme, the Admobile Private Limited will be liable for all liabilities as per the letter of Income Tax Department relating to Admobile Private Limited, as it is a demerged company and it is not getting dissolved. 9. Heard submissions made by the Ld. Authorised Representative appearing for the Petitioner. Upon perusing the records and documents in the instant proceedings and considering the submissions, we allow the petition and make the following orders:- a) The Scheme of Amalgamation and Arrangement mentioned in paragraph 1 of the petition, being Annexure A to the petition, be and is hereby sanctioned by this Tribunal to be binding with effect from the 01/04/2019 ( Appointed Date ) on Transways (Agents) Limited ( Transways or Transferee Company/Resulting Company), R.J. Awaas Private Limited ( R.J. Awaas or Transferor Company ), Admobile Private Limited ( Admobile or Demerged Com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... this order to be delivered to the Registrar of Companies for registration; i) The Transferor Company (R.J. Awaas Private Limited) shall stand dissolved without winding up; j) That any person interested shall be a liberty to apply to this Tribunal in the above matter for any directions that may be necessary; k) Transferee Company/Resulting Company shall issue and allot to the shareholders of Transferor Companies and Demerged Companies, the shares in Transferee Company/Resulting Company in accordance with clauses 12 and 23 of the Scheme respectively; l) Leave be granted to the Petitioner Companies to file the Schedule of Assets of the Specified Undertaking of the Transferor Company and Demerged Companies in the form as prescribed in the Schedule to Form No. CAA 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 within three weeks from the date of the order to be made herein; m) Petitioner Nos. 1, 2, 3 and 4 do each within thirty days of the date of the receipt of this order, cause a certified copy to be delivered to the Registrar of Companies for registration. 10. The Petitioner(s) shall supply legible print out of the scheme and ..... X X X X Extracts X X X X X X X X Extracts X X X X
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