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TMI Blog2021 (7) TMI 1015X X X X Extracts X X X X X X X X Extracts X X X X ..... ror Company" or "Petitioner No. 3") with ARGENTIUM INTERNATIONAL PRIVATE LIMITED being the Petitioner No. 1 above named ("Transferee Company" or "Petitioner No. 1") whereby and where under the Transferor Company are proposed to be amalgamated with the Transferee Company from the Appointed Date, 01st April, 2019 in the manner and on the terms and conditions stated in the said Composite Scheme of Arrangement ("Scheme"). 2. The Petition has now come up for final hearing. Counsel for the Applicants submits as follows:- (a) The Scheme was approved by the respective Board of Directors of the Petitioner Companies at their meetings held on 16th March 2020. (b) The circumstances which justify and/or have necessitated the Scheme and the benefits of the same are, inter alia, as follows:- a) The DEMERGED COMPANY, RESULTING COMPANY CUM TRANSFEREE COMPANY and TRANSFEROR COMPANY are closely held family owned controlled Companies. The DEMERGED COMPANY holds 33.33% share in the RESULTING COMPANY. The DEMERGED COMPANY holds 36.79% shares in the TRANSFEROR COMPANY. Through the process of Demerger, the DEMERGED COMPANY will hive off the NON CURRENT INVESTMENT IN SHARE DIVISION to the RESULTING ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eon of ANIL KUMAR GUPTA, IBBI, Registered Valuer. (f) The shares of the Petitioner Companies are not listed on the specify stock exchanges. (g) By an order dated 05TH OCTOBER, 2020 in Company Application (CAA) No. 650/KB/2020, this Tribunal made the following directions with regard to meeting(s) of shareholders and creditors under Section 230(1) [read with Section 232(1) of the Act]:- (i) Meeting(s) dispensed: Meeting(s) of the Equity Shareholders of Petitioner Companies, Secured Creditors of Petitioner Company No. 3 and Unsecured Creditors of Petitioner Company No. 2 for considering the Scheme were dispensed with in view of all shareholders and over 90% in value of Secured Creditors and Unsecured creditors having respectively given their consent to the Scheme by way of affidavits. (ii) Meeting(s) directed to be held: Secured Creditors of Petitioner Company No. 1, Unsecured Creditors of Petitioner Company No. 1, Unsecured Creditors of Petitioner Company No. 3 for considering the Scheme were directed to be held on 21st November, 2020 considering the unprecedented COVID-19 pandemic, the meetings, as above, were directed to be convened and held virtually via video conferen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... information submitted by the Petitioner Companies is of the view that the affairs of the aforesaid Transferor Company do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest as per the provisions of the Companies Act, 1956/the Companies Act, 2013 whichever is applicable. 5. The RD has filed his reply affidavit dated 25th March, 2021 ("RD affidavit") which has been dealt with by the Petitioner(s) by their Rejoinder affidavit dated 26th March, 2021 ("Rejoinder"). The observations of the RD and responses of the Petitioner(s) are summarized as under:- Paragraph No. 2(a) of RD Affidavit That it is submitted that on examination of the report of the report of the Registrar of Companies, West Bengal it appears that no complaint and/or representation has been received against the proposed Scheme of Amalgamation. The petitioner companies are also up-dated in filing their statutory returns. Paragraph No. (a) of Rejoinder No adverse comments made by the Registrar of Companies, Hence no comments are offered. Paragraph No. 2(b) of RD Affidavit Appointed Date is 1st April 2019. In terms of the Circular No. 09/2019 dated 21.08. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ble stamp duty on the transfer of the immovable properties from the Transferor Companies to it. Paragraph No. (d) of Rejoinder The Transferee Company undertakes that it shall pay applicable stamp duty on the transfer of the immovable properties from the Transferor Companies to it. Paragraph No. 2(e) of RD Affidavit In compliance of Accounting Standard-14 or IND-AS 103, as may be applicable, 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 or IND AS-8 etc. Paragraph No. (e) of Rejoinder The Transferee Company undertakes that it shall make due compliance of Accounting Standard-14 or IND-AS-103, as may be applicable to it and shall pass such accounting entries which are necessary in connection with the scheme to comply with other applicable Accounting Standards such as AS-5 or INDAS-8 etc. Paragraph No. 2(f) of RD Affidavit The Hon'ble Tribunal may kindly seek the undertaking that this scheme is approved by the requisite majority of members and creditors as per section 230(6) of the Companies Act 2013 in meeting duly held in terms of section ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion stage and have filed affidavit of compliance. The Petitioner Companies agree that decision of any authorities post sanctioning shall be binding on Transferee Company. Paragraph No. (j) of Rejoinder It is submitted that as per instructions of the Ministry of Corporate Affairs, New Delhi, a copy of the scheme was forwarded to the Income tax Department on 03/12/2020 with a request to forward their comments/observations/objections, if any. However, the same is still awaited. Paragraph No. (k) of Rejoinder The office of the Regional Director have served notice upon the Income Tax Department and the said Income Tax Department under whose jurisdiction the Transferee Company is assessed to Tax have sent there observation to the office of the Regional Director which is annexed to their observation. The Petitioner Companies have also complied with the directions contained in the order passed by the Hon'ble Tribunal and have effected service upon the Income Tax Department. However the said department have not made/filed observation pursuant to the said notices filed by the Petitioner Companies. Heard submissions made by the Ld. Counsel appearing for the Petitioner, RD. Up ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Rules, 2016 be transferred to and vested in ARGENTIUM INTERNATIONAL PRIVATE LIMITED - TRANSFEREE COMPANY for all the estate and interest of VARSHA TRADECOM PRIVATE LIMITED - TRANSFEROR COMPANY but subject nevertheless to all charges, now affecting the same; f. All the liabilities and duties in relation to VARSHA TRADECOM PRIVATE LIMITED - TRANSFEROR COMPANY be transferred without further act or deed to ARGENTIUM INTERNATIONAL PRIVATE LIMITED - TRANSFEREE COMPANY and accordingly the same shall pursuant to Section 232 of the Companies Act, 2013 and read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 be transferred to and become the liabilities and duties of ARGENTIUM INTERNATIONAL PRIVATE LIMITED - TRANSFEREE COMPANY; g. That all the proceedings and/or suit appeals now pending by or against or in relation to VARSHA TRADECOM PRIVATE LIMITED - TRANSFEROR COMPANY shall be continued by or against ARGENTIUM INTERNATIONAL PRIVATE LIMITED - TRANSFEREE COMPANY; ALLOTMENT OFSHARES h. ARGENTIUM INTERNATIONAL PRIVATE LIMITED - RESULTING COMPANY cum TRANSFEREE COMPANY do issue and allot shares to the shareholders of MULTIPLEX VYAPAAR PRIVATE LIMITED-DEMERGED COMP ..... X X X X Extracts X X X X X X X X Extracts X X X X
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