9911796707
TMI Blog2017 (11) TMI 2025X X X X Extracts X X X X X X X X Extracts X X X X ..... e Petitions seeking sanction to the Scheme of Amalgamation between Barclays Shared Services Private Limited ("Transferor Company") and Barclays Technology Centre India Private Limited ("Transferee Company") (both the Transferee Company and the Transferor Company collectively referred to as the "Petitioner Companies") ("Scheme"), nor has any party controverted the averments made in the Petitions. 2. The Advocate appearing for the Petitioner Companies states that the Petitions have been filed to seek sanction to the Scheme, pursuant to the provisions of Sections 230 - 232 and other relevant provisions of the Companies Act, 2013. 3. The Transferor Company was incorporated to engage inter alia, in the business of providing Information Technol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Barclays Group of companies the ultimate parent of which is Barclays PLC, which is incorporated and registered in England. Since the Transferor Company and the Transferee Company provide services only to companies within the Barclays Group, the proposed Scheme will allow the Barclays Group to streamline its holding in India, simplify shareholding structure by eliminating cross-holdings and reduce shareholding tiers. Further, the Scheme shall enable both the Transferor Company and the Transferee Company to realise the substantial benefits of greater synergies between their businesses, simplification of management structure, leading to better service delivery and the ability to tap a larger, single employee base for seamless execution, str ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The Regional Director has filed his Report dated 12th October, 2017 inter alia stating therein that save and except as stated in paragraph IV(a) to (e) of the said Report, it appears that the Scheme was not prejudicial to the interests of the shareholders and the public. The observations made by the Regional Director in paragraph IV of the Report are, for the sake of ready reference, reproduced hereunder: "IV. The observations of the Regional Director on the proposed Scheme to be considered by the Hon'ble NCLT are as under:- (a) The tax implication if any arising out of the scheme is subject to final decision of Income Tax Authorities. The approval of the scheme by this Hon'ble Court may not deter the Income Tax Authority to scr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... titioner Companies have to undertake to mention the reason for change of name for justification and further state that the Transferee Company shall use the new name only after the requisite form is filed before the Registrar of companies and the same is approved. (e) Foreign bodies corporates are holding 66% shares of Transferor Company and 99% of Transferee Company. Hence notice to Reserve Bank of India is to be submitted by the Petitioner Companies." 6. As far as the observation in paragraph IV (a) of the said Report is concerned, the Advocate for the Petitioner Companies on instructions states that the Scheme is in compliance with the provisions of the Income Tax Act, 1961. The tax implication, if any, arising out of the Scheme shall, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rly identifies the business activity of the Transferee Company subsequent to the sanction to the Scheme to reflect that the Company provides services to a global organisation. The Advocate for the Transferee Company on instructions states that the Transferee Company undertakes to this Tribunal that the Transferee Company shall use the new name only after the requisite form is filed before the Registrar of Companies and the same is approved. 10. As far as the observation in paragraph IV (e) of the said Report is concerned, the Advocate for the Petitioner Companies on instructions states that Reserve Bank of India is not a Sectoral Regulator of the Petitioner Companies, and in view thereof, notice under Section 230(5) of the Companies Act, 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion of stamp duty payable, if any, within 60 days from the date of receipt of the certified copy of this order. 16. The Petitioner Companies are directed to file a copy of the certified copy of this order along with a copy of the sanctioned Scheme attached thereto with the concerned Registrar of Companies, electronically, along with e-form INC 28 within 30 days of receipt of the certified copy of this order along with the sanctioned Scheme. 17. The Petitioner Companies to individually pay costs of the Company Scheme Petition of INR 25,000/- to the Regional Director, Western Region, Mumbai. The Transferor Company to pay the costs of the Company Scheme Petition of INR 25,000/- to the Official Liquidator, High Court, Bombay as well. Costs t ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
