9911796707
TMI Blog2022 (4) TMI 1591X X X X Extracts X X X X X X X X Extracts X X X X ..... malgamation annexed with the Company Petition s is hereby sanctioned and shall be binding on the members, Secured, unsecured creditors and shareholders of the Transferor/ Transferee Companies. - R SUCHARITHA, MEMBER (JUDICIAL) ANIL KUMAR B, MEMBER (TECHNICAL) For the Petitioner : Pawan Jhabak, Advocate For Official Liquidator : B. Palani, Authorized Representative COMMON ORDER PER: R SUCHARITHA, MEMBER (JUDICIAL) Under Consideration are two separate Applications filed by the Petitioners above named for the purpose of the approval of the Composite Scheme of Amalgamation (hereinafter referred to as the SCHEME ) as contemplated between the Petitioner Companies M/s. PALLAVA TEXTILES PRIVATE LIMITED (1 st Petitioner / Transferor Company) and M/s. SRI CHERAN SYNTHETICS INDIA PRIVATE LIMITED (2nd Petitioner / Transferee Company) under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 (hereinafter referred to as 'the Act) read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (hereinafter referred to as 'the Rules pursuant to the Scheme proposed between the Petitioner Companies and the said Scheme i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ting was attended by 46 (forty six) Unsecured Creditors entitled to a total of Rs. 48,01,26,453/- (Rupees Forty Eight Crore One Lakh Twenty Six Thousand Four Hund red and Fifty three OnIy) representing 89.94% of the total value of Unsecured Creditors of the Transferee Company. All the 46 (forty six) Unsecured Creditors voted in favour of the Resolution for the Scheme. Subsequent to the said order, the Petitioner Companies have filed the second motion Petition before this Tribunal on 20.11.2021 for sanction of the Scheme of Amalgamation as contemplated between the parties. 4. RATIONALE OF THE SCHEME 4.1 The learned Counsel appearing on behalf of the Petitioner Companies submitted that the rationale and circumstances that have necessitated the proposed scheme are as follows: 4.1.1 The consolidation of operations of the Transferor Company and Transferee Company by way of amalgamation will lead to a more efficient utilization of capital, superior deployment of brand promotion, sales and distribution strategies and create a consolidated and diversified base for future growth of the amalgamated entity with a wider presence in the premium of Textile segment. The amalgam ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Registry of this Tribunal vide dairy number 6108 on 09.03.2022 in relation to the compliance of the order passed by the Tribunal as noted above and upon perusal of the same discloses that the Petitioner Companies have individually effected the paper publication as directed by the Tribunal in the issue of Business Standard , English (All India Edition) and Makkal Kural (Tamil Nadu Edition) on 10.02.2022. It is also seen that notices have been also served to (i) The Regional Director, Southern Region, Chennai on 03.02.2022 and 04.02.2022 by the Transferee and Transferor Company respectively (ii) Registrar of Companies, Chennai on 03.02.2022 (iii)Income Tax Department on 03.02.2022 and (iv) The Official Liquidator on 04.02.2022 by the Transferor Company. Affidavits of Service dated 09.03.2022 stating compliance of the directions of the Tribunal was filed. Pursuant to the service of notice of the petition the following statutory authorities have responded as follows; 7. STATUTORY AUTHORITIES 7. 1. REGIONAL DIRECTOR 7.1.1 The Regional Director, (hereinafter referred to as 'RD ) Chennai to whom the notice was issued, has filed his Report before this Tribunal on 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 33.82 lakhs has already been deposited. in his opinion, the material effects of contingent liabilities on the financial of the Transferor Company are negligible . 7.3 INCOME TAX DEPARTMENT 7.3.1 In spite of notice having been served to the Income Tax department by the Companies on 03.02.2022, 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. 7.3.2 However, in Company Petition CAA-284/ND/2018 vide Order dated 12.11.2018, the NCLT New Delhi with a view to protect the interest of the revenue, has made the following observations with regard to the right of the IT Department in the Scheme of Amalgamation, taking into consideration the clauses contained in the Scheme in relation to liability to tax and also as insisted upon by the Income Tax and in terms of the decision in RE: Vodafone Essar Gujarat Limited v. Department of Income Tax (2013) 353 ITR 222 (Guj) and the same being also affirmed by the Hon ble Supreme Court and as reported in (2016) 66 taxmann.com. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rovisions of the Companies Act, 1956 or the Companies Act, 2013 and no proceedings against the petitioner companies for oppression or mismanagement have been filed before this Hon'ble Tribunal or erstwhile Company Law Board. 8.3 Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal will not come in the way of action being taken, albeit, in accordance with law, against the persons concerned and also the directors and officials of the petitioners. 8.4 While approving the Scheme as above, it is clarified that this order should not be construed as an order in any way granting exemption from payment of stamp duty, taxes or any other charges, if any, payment is due or required in accordance with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law. THIS TRIBUNAL DO FURTHER ORDER: (i) That all properties, right and interest of the Transferor Company shall pursuant to section 232(3) of the Companies Act, 2013 without further act or deed be transferred to and vest in or be deemed to have ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
