TaxTMI 
TaxTMI 
2008 (8) TMI 571
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....etitioner in C.P. No. 152 of 2009 is the first transferor company; the petitioner in C.P. No. 153 of 2009 is the second transferor company and the petitioner in C.P. No. 154 of 2009 is the transferee company. 3. A perusal of the records show that the petitioners have complied with the prescribed procedure. The Chartered Accountant's certificate stating that the transferor and the transferee companies have no secured creditors is annexed as Annexure 'G' in each of the petitions. The copy of the resolution of the Board of Directors of the transferor and the transferee companies adopting the scheme of amalgamation is marked as Annexure D in each of the petitions. 4. The consent affidavit from the equity shareholders to the scheme of amalgama....
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....h the Registration fee/filing fee. (d)The Companies Act does not specifically exempt the Transferee company on account of scheme of arrangement from payment of Registration fee for increase of its authorised capital pursuant to the scheme of amalgamation. Hence, if the transferee-company is allowed to increase its authorised capital by clubbing the authorised capital of the transferor company without any further Act or Deed as contemplated in the scheme, it will be not only against the provisions of the Companies Act, 1956 but it will also involve substantial loss to the Central Government Revenue. (e)The authorised capital of the transferor company to that of the transferee company cannot be a part of the scheme since section 97 of the C....
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....dy paid by the transferor company would automatically be transferred to the transferee company. But, what is intended by section 391 of the Act is to reconstitute the Company without the Company being required to make a number of Applications under the Companies Act for various alterations which may be required in its memorandum and articles of association for functioning as reconstituted Company under the Scheme. Not only is section 391 of the Act is a complete code in itself, but it is intended to be in the nature of a 'single window clearance'." 7. As far as the second objection regarding the application of the transferor company complying with the requirements of FEMA and RBI Act for allotment of shares to the shareholders of the trans....
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....of examining the balance sheet of the transferor company as on 31-3-2008, which are as follows:- "(a)Sundry Debtors considered doubtful - Rs. 1,91,99,000 under this head of account details of names of parties from whom debts are due, date of debt/loan amount of debt, nature of transactions involved, purpose of transaction whether the parties include Directors/their relatives/firms/pvt. companies in which the company directors are directors/or their relatives are partners, rate of interest, terms and conditions of loan, steps taken to recover the debt before making provisions are not furnished. (b)The copy of the valuation report is not furnished to Official Liquidator for verification. (c)The Company has given unsecured loan to the tune ....
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....ompanies Act, 1956, that the affairs of the transferor company did not appear to have been conducted in any manner prejudicial to the interests of its members or that of public interest, even on the merits, the Companies Act did not require any notice to the creditors of the transferor company. The proposal of amalgamation was widely advertised in newspapers and no Creditor either secured or unsecured had filed any objection in the Court. Further, the creditors of the transferor company would not be prejudiced in any way as they would have a financially stronger company as their debtor." (p. 286) 13. I have perused the scheme filed in the company petitions. The scheme states that there is no objectionable feature in the scheme of amalgamat....