The Tribunal can modify transfer date proposed in a scheme of amalgamation. Examine and explain the statement citing relevant provisions of laws.
CS Professional · Corporate Restructuring, Valuation and Insolvency · PYQS · June 2017
The Tribunal can modify transfer date proposed in a scheme of amalgamation. Examine and explain the statement citing relevant provisions of laws.
Answer & Explanation:
Amongst others, the foremost requirement is the determination of cut-off date from which all properties, movable as well as immovable and rights attached thereto, etc., are required to be transferred from amalgamating company to the amalgamated company. The date may be called transfer date or appointed date. The scheme becomes effective only after a certified copy of the order of the Tribunal is filed with the concerned office of Registrar of Companies. As per section 232(6), the scheme shall clearly indicate an appointed date from which it shall be effective and the scheme shall be deemed to be effective from such date and not at a date subsequent to the appointed date. The Supreme Court in Marshall Sons & Co. [India] Ltd. v. Income Tax Officer (1977) observed that it is true that while sanctioning the scheme, it is open to the National Company Law tribunal (NCLT) previously court, to modify the transfer date, if there is little doubt that such date would be the date of amalgamation or date of transfer, but when the NCLT (previously court) does not prescribe any specific date, but merely sanctions the scheme, presented to it, the date specified in the scheme is the transfer date. It cannot be otherwise.
Topics: Amalgamation
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