TaxTMI 
TaxTMI 
2015 (3) TMI 654
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....Apple Iron Enterprises Pvt Ltd hereinafter referred to as Transferor Company No. 2),Manan Power Pvt Ltd (hereinafter referred to as Transferor Company No. 3), Yuven Steels Pvt Ltd (hereinafter referred to as Transferor Company No. 4), Shreem Ispat Pvt Ltd (hereinafter referred to as Transferor Company No. 5), Sanidhya Steels Pvt Ltd (hereinafter referred to as Transferor Company No .6), Madan Gopal Alloys Pvt Ltd (hereinafter referred to as Transferor Company No. 7), Manohar Metalloys Pvt Ltd (hereinafter referred to as Transferor Company No. 8)and Apple Buildtech Ltd (hereinafter referred to as Transferor Company No. 9) (hereinafter collectively referred to as Transferor Companies) with M G Metalloy Pvt Ltd (hereinafter referred to as Tran....
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....e Applicant Companies has any Secured Creditors. 8. The Petitioner Companies had thereafter filed the present Petition seeking sanction to the Scheme of Arrangement. Vide Order dated 14th March 2014, notice of the Petition was directed to be issued to the Registrar of Companies, Regional Director, Northern Region, Ministry of Corporate Affairs and the Official Liquidator attached with this Court. Citations were also directed to be published in "Business Standard" (English, Delhi Edition) and "Jan Satta" (Hindi, Delhi Edition). Affidavit of Service and Publication has been filed by the Petitioners showing compliance regarding service of the Petition on the Regional Director, Northern Region and the Official Liquidator, and also regarding ....
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.... the aforesaid observation, Mr. Ashish Garg, Director of the Petitioner Transferee Company in the Reply Affidavit dated 5th September, 2014 has stated that the Transferee Company has confirmed that all the Transferor Companies and the Transferee Company have complied with all the applicable provisions of FEMA and RBI Regulations with regard to foreign shareholding. The Company has further confirmed and undertaken that the Petitioner Transferee Company will comply with all the applicable provisions of FEMA and RBI Regulations with regard to issue of shares to foreign shareholders pursuant to the Scheme of Arrangement. 13. Further learned Regional Director in his affidavit has observed that ROC has reported that the proposed Scheme of Amal....
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.... the Reserve Bank of India Act shall continue to be liable irrespective of the sanction of the Scheme. 16. Further learned Regional Director in his affidavit submits that the Income Tax Department has observed that on examination of the Petition and as suggested by the Central Government Standing Counsel, no direct adverse impact on tax position could be noticed, so far as the amalgamation of the Transferor Companies is concerned. Further, it is submitted that there should not be any writing off of any liability by the Transferor Companies. Merger and de-merger have an impact on income tax assessment particularly carry forward and set off of business losses. Comments on applicability of section 72A of the Act (which provides carry forwar....
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....pany. 19. Mr. Rajeev Goel, learned Counsel for the Petitioners submits that in terms of the provisions of section 72-A of the Income Tax Act, only industrial and other eligible companies are allowed for the same. He submits that in the present case, all the Transferor and Transferee Companies are Core Investment Companies and hence are not allowed to carry forward and set off of losses on the amalgamation in terms of section 72-A of the Income Tax Act . 20. Further the Petitioners in their Affidavit submit that the Scheme does not in any way reduce the income tax liability of any of the Petitioner Company and interests of the Income Tax Department are fully protected in the Scheme and no prejudice will be caused to the Income Tax auth....
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....ns published in the newspapers. 25. In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies, representation/report filed by the Regional Director, Northern Region and Official Liquidator attached with this Court to the proposed scheme, there appears to be no impediment to the grant of Sanction to the Scheme. Consequently, Sanction is hereby granted to the Scheme under Sections 391 and 394 of the Companies Act, 1956. The Petitioner Companies will comply with the statutory requirements in accordance with law. 26. Certified copy of the order be filed with the Registrar of Companies within 30 days from the date of receipt of the same. In terms of the provisions of Sections 391 and 394 of the Act, and....