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TMI Blog2022 (7) TMI 244X X X X Extracts X X X X X X X X Extracts X X X X ..... ll the requisite statutory compliances having been fulfilled, this Tribunal sanctions the Scheme of Amalgamation as well as the prayer made therein. The scheme is approved - application allowed. - CP(CAA)/33/CHE/2022 in CA(CAA)38(CHE)/2021 - - - Dated:- 27-6-2022 - S. Ramathilagam, J. (Member (J)) And Anil Kumar B., Member (T) For the Appellant : Y. Suryanarayana, Advocate ORDER S. Ramathilagam, J. (Member (J)) 1. Under consideration is a Company Petition which has been filed by the Petitioner Companies above named for the purpose of the approval of the Scheme of Amalgamation, as contemplated between the Petitioner Companies viz. HARSHA CARS PRIVATE LIMITED (hereinafter referred to as Transferor Company ) and HARSHA ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bmitted by the Learned Authorized Representative for the Petitioner Companies would inter alia result in the following benefit; (i) The proposed amalgamation will reduce administrative costs and also result in reduction of overheads and other expenses, reduction in administrative and procedural work, enable the amalgamated company to effect internal economies and optimise profitability as also to reduce administrative inefficiencies by reducing duplication of functions. ii) The Scheme shall be beneficial and in the best interest of the shareholders, creditors and employees of the Transferor Company, and the Transferee Company and to the interest of the public at large and all concerned; 4. In the second motion application filed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rector, (hereinafter referred to as 'RD') Chennai to whom the notice was issued, has filed his Report on 02.06.2022 before this Tribunal and has stated at para 8 that Clause 7 of Part B of the Scheme provides for the protection of the Interest of the employees of the Transferor Company. 6.1.2. The RD in para 3 of its report has stated that the appointed date mentioned in the Scheme is 01.04.2020 which is ante dated beyond a year and is not in accordance with Section 232(6) of the Companies Act, 2013 and hence prayed for revision of the Appointed Date. 6.1.3. It was submitted in para 12 of the Report that the name of the Transferee Company shall be changed from existing name HARSHA AUTOMOBILES PRIVATE LIMITED to the name ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o the public. Further based on the prayer of the Official Liquidator in said report, the remuneration for the independent auditor is fixed as Rs. 50,000/- (Rupees Fifty Thousand Only) for each transferor company, and the same maybe paid by the Transferor Company within a period of one week from the date of this order. 6.3. INCOME TAX DEPARTMENT: In spite of notice having been served to the Income Tax department by the Companies, there was neither any representation nor any report filed by the said authorities. In the said circumstances as per section 230(5) of the Companies Act, 2013, this Tribunal presumes that the said Department does not have any objection to the sanction of the Scheme. 6.4. OTHER STATUTORY AUTHORITIES In ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 9. OBSERVATIONS OF THIS TRIBUNAL 9.1. After analysing the Scheme in detail, this Tribunal is of the considered view that the scheme as contemplated amongst the petitioner companies seems to be prima fade beneficial to the Company and will not be in any way detrimental to the interest of the shareholders of the Company. In view of the absence of any other objections having been placed on record before this Tribunal and since all the requisite statutory compliances having been fulfilled, this Tribunal sanctions the Scheme of Amalgamation as well as the prayer made therein. 9.2. The Learned Counsel for the Petitioner companies submitted that no investigation proceedings are pending against the Transferor or Transferee Companies under th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... me the liabilities and duties of the Transferee Company. iii. That the Appointed date for the Scheme shall be 1st April 2021. iv. That all proceedings now pending by or against the Transferor Company be continued by or against the Transferee Company. v. That all the employees of the Transferor Company in service on date immediately preceding the date on which the Scheme finally takes effect shall become the employees of the Transferee Company without any break or interruption in their service. vi. That the Transferee Company do without further application allot to such members of the Transferor Companies, as have not given such notice of dissent, as is required by Clause 10.1 of Part B of the SCHEME herein the shares in ..... X X X X Extracts X X X X X X X X Extracts X X X X
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