AI Overview...
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Amalgamation without Deed of Transfer - No separate deed of transfer is necessary for assets transfer during amalgamation; transfer of assets and liabilities occurs automatically upon scheme approval, and stamp duty or registration fees are not payable in such cases Sozin Flora Pharma LLP VS State of Himachal Pradesh - Himachal Pradesh.
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Transfer of Assets and Liabilities - The transfer of assets and liabilities in amalgamations is deemed effective under the scheme, without requiring a formal deed or additional instruments, provided statutory procedures are followed SPS Pharma Ltd. VS Targof Pure Drugs Ltd. - Andhra Pradesh.
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Share Transfer in Amalgamation - Share transfers pursuant to amalgamation schemes are governed by relevant provisions of the Companies Act, and compliance with specific sections (e.g., Section 108(1) of the Companies Act, 1956) may be necessary, but often the scheme itself suffices without additional formalities Jay Bee Properties Private Limited VS Pawan Kumar Budhia - Calcutta, M/s. Aktinos Pharma Pvt Ltd vs M/s. Apicore Pharmaceuticals Pvt Ltd - National Company Law Tribunal.
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Statutory Approval and Court Sanction - Schemes of amalgamation require approval from the National Company Law Tribunal (NCLT) under Sections 230-232 of the Companies Act, 2013, ensuring statutory compliance and fairness, after which transfer of assets and shares is effected seamlessly HPCL-Mittal Pipelines Limited vs HPCL-Mittal Energy Limited - National Company Law Tribunal, M/s. Mahatamil Mining and Thermal Energy Limited vs M/s. National Energy Trading and Services Limited - National Company Law Tribunal.
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Transfer Fees and Stamp Duty - In cases involving transfer of interest or assets (e.g., land, shares), transfer fees or levies may be applicable; however, courts have held that no separate deed or instrument is necessary for certain amalgamation-related transfers, and such fees are not payable if the transfer is part of the scheme U. P. STATE INDUSTRIAL DEV. CORPN. LTD. VS MONSANTO MANUFACTURES (P) LTD. - Supreme Court.
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Cross-Border and FEMA Compliance - Cross-border mergers under schemes of amalgamation require compliance with FEMA regulations; RBI approval is deemed granted if procedural requirements are met, facilitating transfer of liabilities and assets without additional formalities Sozin Flora Pharma LLP VS State of Himachal Pradesh - Himachal Pradesh, MAYFAIR POWER GENERATION PRIVATE LIMITED VS - National Company Law Tribunal.
Analysis and Conclusion:
The overarching principle is that in the context of amalgamations under the Companies Act, 2013, and related rules, the transfer of assets, liabilities, and shares typically occurs automatically upon court sanction of the scheme. No separate deed of transfer, conveyance, or instrument is generally required, and stamp duty or registration fees are often not payable for such transfers. Statutory compliance and court approval are crucial to validate the transfer process, ensuring a seamless and legally sound amalgamation process.
Search Results for "In Amalgamation of Companies Transfer of Asset no Deed of Transfer is Required"
1996 0 Supreme(AP) 1172 • India - Andhra Pradesh
S.DASARADHA RAMA REDDY
has filed a report stating that there is no objection for proposed amalgamation and that contention of companies that sale deed ... that question whether transfer attracts income-tax and stamp duty and whether a regular sale deed is necessary are not necessary ... formulations - Assets and liabilities of transferee company - Cost of acquisition - Transfer of shares by a shareholders - Accordingly ... ... ( 8 ) SECTION 47 (vi) of the Income-tax Act says that transfer ....
2015 0 Supreme(Cal) 722 • India - Calcutta
SANJIB BANERJEE
COMPANY LAW - Transfer of Shares - Scheme of Amalgamation - Applicability of Section 108(1) of the Companies Act, 1956 - Whether ... transfer of shares in a third company pursuant to an order sanctioning a scheme of amalgamation requires compliance with Section ... Whether the transfer of shares in a third company pursuant to an order sanctioning a scheme of amalgamation requires compliance with ... There is nothing involuntary in t....
2025 Supreme(Online)(NCLT) 1982 • India - National Company Law Tribunal
Sanjiv Jain, Venkatraman Subramaniam, JJ
Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement (Amalgamation) (hereinafter referred to as the “SCHEME”) proposed by the Petitioner Companies herein with its Shareholders.
2002 0 Supreme(Kar) 651 • India - Karnataka
H.L.DATTU
of the transferee companies. ... Mere filing of application under Rule 9 of the Companies (Court) Rules by the transferee companies would not satisfy the requirement ... The general powers contained in clause (vi) may require application both in the case of transferor company and the transferee company ... , or the amalgamation of any two or more companies". ... The submission made in that regard is as under:" (3) Transfer of assets in favour of K. T. Switch Gear Priv....
2025 Supreme(Online)(NCLT) 1409 • India - National Company Law Tribunal
Shri. Rajeev Bhardwaj, J, Shri. Sanjay Puri, T
and compliant with statutory requirements - Transferor companies dissolve without winding up; transfer of all assets and liabilities ... (A) Companies Act, 2013 - Sections 230 and 232 - Scheme of amalgamation - Joint petition filed for sanction of a scheme of amalgamation ... between multiple transferor companies and a transferee company - The amalgamation is sanctioned as it appears fair, reasonable, ... The salient/material features of the Scheme of Amalg....
2015 1 Supreme 347 • India - Supreme Court
SUDHANSU JYOTI MUKHOPADHAYA, V.GOPALA GOWDA
of interest, for which transfer levy is required to be deposited. ... the respondents-Companies. ... including the land in question by transfer – Corporation rightly charging transfer fee – Interference by High Court unwarranted. ... Later the appellant-Corporation made an allegation that the respondents-companies' share holders transferred their company/their shares to new shareholders without the consent of appellant-Corporation, which amounted to transfer of intere....
2025 Supreme(Online)(NCLT) 7859 • India - National Company Law Tribunal
HON’BLE MR. KHETRABASSI BISWAL, MEMBER (JUDICIAL), HON’BLE MR. SHISHIR AGARWAL, MEMBER (TECHNICAL)
Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016 for the purpose of the approval of the Scheme of Amalgamation of the Transferor Company into the Transferee Company. ... Accordingly, the sanction is hereby accorded to the Scheme of Amalgamation proposed by the Petitioner Companies under Section 230 to 232 of the Companies Act, 2013 enclosed as Annexure A of the Petit....
2025 Supreme(Online)(NCLT) 1853 • India - National Company Law Tribunal
Shri. Rajeev Bhardwaj, J, Shri. Charan Singh, T
(A) Companies Act, 2013 - Sections 230 to 232 - Petition for amalgamation of Aktinos Pharma Pvt Ltd (Transferor Company) with Apicore ... and consideration of regional director's observations - Agreed appointed date for the amalgamation is 01.04.2022. ... Pharmaceuticals Pvt Ltd (Transferee Company) - Amalgamation scheme approved by the Tribunal after ensuring statutory compliance ... I t is submitted that in connection with the transfer of shares from Mrs. ... (Profectus) was minimal and since the cons....
2025 Supreme(Online)(NCLT) 58 • India - National Company Law Tribunal
SHRI. SANJIV JAIN, SHRI VENKATARAMAN SUBRAMANIAM, JJ
(A) Companies Act, 2013 - Sections 230 to 232 and 234 - Foreign Exchange Management Act, 1999 - Cross Border Merger - Scheme of Amalgamation ... (Paras 12.12, 14) ... ... Issues: The main issues included the compliance with FEMA regulations and the transfer ... of liabilities from Transferor to Transferee Companies. ... Therefore, there is deemed approval of the RBI for the Scheme as required under Rule 25A of the Companies (Compromises, Arrangement and Amalgamations#HL_END....
2021 0 Supreme(HP) 12 • India - Himachal Pradesh
TARLOK SINGH CHAUHAN, JYOTSNA REWAL DUA
As no separate conveyance or instrument of transfer was required, the court held that stamp duty and registration fee were not payable ... The court held that the conversion to LLP resulted in automatic vesting of assets without the need for a separate instrument of transfer ... Issues: The main issue was whether the conversion of the partnership firm to LLP required payment of stamp duty and registration ... Section 394 of the Companies Act, 1956 deals with the provision for facilitation and #HL_START....
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