2016 (3) TMI 788

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....of amalgamation so as to be binding on all the equity shareholders, secured creditors and the unsecured creditors of the transferor company and the transferee company. The facts of the case are that the transferor company Rajasthan Hardware Private Limited was incorporated on 16-7-1999 under the Act of 1956 with its registered office at 5 Sethaniji ka Bagh, Moti Doongari Road, Jaipur. It has an authorised share capital of Rs. 5,00,000/- (Rs.five lacs) divided into fifty thousand equity shares of Rs. 10/-. The paid up share capital is Rs. 5,00,000/- divided into 50,000/- equity shares of Rs. 10/-. It has been submitted that the transferor company is a wholly owned subsidiary of the transferee company Rajasthan Aluminium House Private Limite....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....been filed before this court. Despite that no one has appeared to object to the scheme. The Regional Director has filed two affidavits on 20-11-2015 and 6- 1-2016. Nothing substantial has been stated in the said affidavit and nor any objection to oppose the sanction of amalgamation scheme is seriously agitated. Procedural infirmities and defaults in compliance with certain sections of Act of 1956 have only been pointed out. However, it is not stated that in the event of sanction of amalgamation scheme is granted by this court the interest of members of the companies would be prejudiced or public interest defeated. Counsel for the petitioner in response to procedural violations pointed out by the Regional Director has submitted that qua the....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....of the second motion under Sections 391 and 394 of the Act of 1956, it is quite apparent that no ground for denying the scheme of amalgamation is made out in the present case. The issue of Income Tax clearance, to my mind, is a matter which does not directly flow from the language of section 391 of the Act of 1956. Income Tax liability is a matter distinct from manner of carrying out of business. Income Tax liability would hold as per law both for the period prior to the sanction of the scheme and thereafter. Further, the petitioner companies, as per their undertaking in rejoinder to reply Affidavit of the Regional Director, would be under an obligation to make compliance with the Income Tax Act, 1961 in the matter. They have also undertake....