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Judgment
S.
No.","Para & Page
Nos.",Objections,Response
1.,"Para 9 (a)
â€" Page 4","The valuation has not been carried out
by registered valuer in terms of Rule
27 of the Companies (Compromise,
Arrangement and Amalgamation)
Rules, 2016","The date of valuation in the present matter is
9th December 2018. The relevant circular
dated 27th October 2018 has referred that the
valuation through registered valuer will carry
out w.e.f. 1†February 2019. In the present
case, the valuation report is on 9th December
2018. At that point of time, there was no
requirement for carrying out the valuation
through registered valuer.
2.,"Para 9 (b)
â€" Page 4","The appointed date is 1†April 2018,
however the value of the share is based
on the assets and liability on 8th
December 2018.
The Board considered the valuation of
share on 8th December 2018.
However, the valuation report refers
the date on 9th December 2019.","The asset and liability as on 8th December
2018 has been taken on the basis of the latest
financial statement to exchange ratio of
valuation of shares. There is no legal embargo
to take the said financial statement.
It is not necessary that the assets and liability
as on appointed date should be taken i.e. .1st
April 2018.
There was a typographical error in date of
valuation report. It was mentioned as 9th
December 2019. Factually, the date of
valuation is 9th December 2018. The valuer
has issued the letter for admitting the said
typographical mistake which has been
enclosed with the response affidavit.
3.,"Para 9(c)
â€"Page 5-6","The objection for taking the fresh
approval for inserting the main objects
of the Transferor Company into
Transferee Company in terms of
Section 13 of the Companies Act, 2013","It is stated that the issues no longer res
integra. The Transferee Company, after the
Scheme of Amalgamation, can carry out the
objects of the Transferor Company without
complying the provisions of Section 13 of the
Companies Act, 2013.
4.,"Para 11 (a)
â€" Page 6","The Report from the ROC
Chhattisgarh where registered office of
the Transferor Company may be
separately obtained.","The Hon'ble Tribunal has already passed the
directions to the RD to that effect in the
previous orders.
5.,"Para 11 (b)
â€"Page 6-7","The addition of authorized capital of
Transferor Company into Transferor
Company. The companies are required
to follow the provisions of Section
232(3)(i) of the Companies Act, 2013.
The clause has not been mentioned in
the Scheme.","It has also been stated through an affidavit
that the authorized capital of the Transferor
Company be added in Transferee Company
upon sanctioning of the Scheme in terms
Section 232(3)(i) of the Companies Act, 2013
after the dissolution of Transferor Company
and fee, if any paid by the Transferor Company
on its authorized capital shall be set off against
any fee payable by the Transferee Company
on its authorized capital subsequent to
amalgamation.
accordance with the provisions of Income Tax Act, 1961.",,,
THIS TRIBUNAL FURTHER DIRECTS:,,,
(i) That upon the sanction becoming effective from the Appointed date of amalgamation, i.e., 1st April, 2018, the Transferor Company shall stand",,,
dissolved without undergoing the process of winding up.,,,
(ii) That all the property, rights and powers of all the Transferor Companies be transferred without further act or deed, to the Transferee Company",,,
and accordingly the same shall pursuant to Section 232 of the Act, be transferred to and vest in the Transferee Company for all the estates and",,,
interests of the Transferor Companies therein but subject nevertheless to all charges now affecting the same.,,,
(iii) That all the property, rights and powers of all the Transferor Companies be transferred without further act or deed, to the Transferee Company",,,
and accordingly the same shall pursuant to Section 232 of the Act, be transferred to and vest in the Transferee Company for all . the estates and",,,
interests of the Transferor Companies therein but subject nevertheless to all charges now affecting the same; and,,,
(iv) That all proceedings now pending by or against the Transferor Companies be continued by or against the Transferee Company;,,,
(v) That all benefits, entitlements, incentives and concessions under incentive schemes and policies that the Transferor Companies are entitled to",,,
including under Customs, Excise, Service Tax, VAT, Sales Tax, GST and Entry Tax and Income Tax laws, subsidy receivables from Government,",,,
grant from any governmental authorities, direct tax benefit/exemptions/deductions, shall, to the extent statutorily available and along with associated",,,
obligations, stand transferred to and be available to the Transferee Company as if the Transferee Company was originally entitled to all such benefits,",,,
entitlements, incentives and concessions;",,,
(vi) That all contracts of the Transferor Companies, which are subsisting or having effect immediately before the Effective Date, shall stand",,,
transferred to and vested in the Transferee Company and be in full force and effect in favor of the Transferee Company and may be enforced by or,,,
against it as fully and effectually as if, instead of the Transferor Companies, the Transferee Company had been a party or beneficiary or obliged",,,
thereto;,,,
(vii) That all the employees of the Transferor Companies shall be deemed to have become the employees and the staff of the Transferee Company,,,
with effect from the Appointed Date, and shall stand transferred to the Transferee Company without any interruption of service and on the terms and",,,
conditions no less favorable than those on which they are engaged by the Transferor Companies, as on the Effective Date, including in relation to the",,,
level of remuneration and contractual and statutory benefits, incentive plans, terminal benefits, gratuity plans, provident plans and any other retirement",,,
benefits;,,,
(viii) That all liabilities of the Transferor Companies, shall, pursuant to the provisions of section 232(4) and other applicable provisions of the",,,
Companies Act, 2013, to the extent they are outstanding as on the Effective Date, without any further act, instrument or deed stand transferred to and",,,
be deemed to be the debts, liabilities, contingent liabilities, duties and obligations etc. as the case may be, of the Transferee Company and shall be",,,
exercised by or against the Transferee Company, as if it had incurred such liabilities.",,,
The Petitioner Companies shall within thirty days of the date of the receipt of this Order cause a Certified Copy of this Order to be delivered to,,,
the Registrar of Companies for registration and on such Certified Copy being delivered, the Transferor Company shall be dissolved and the Registrar",,,
of Companies shall place all documents relating to the Transferor Company registered with him on the file kept by him in relation to the Transferee,,,
Company and the files relating to the Applicant Companies shall be maintained in a consolidated manner.,,,
The Company Petition is accordingly allowed.,,,