TaxTMI 
TaxTMI 
2016 (6) TMI 219
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....rces of the aforementioned entities to their common advantage, resulting in more productive utilization of the resources, costs and operational efficiencies. 8. In terms of clause 6.4 of the scheme, the entire paid up share capital in the transferor company, fully held by the transferee company shall be extinguished and stand cancelled and no shares shall be issued by the transferee company pursuant to the amalgamation as transferor company is a wholly owned subsidiary of the transferee company. 9. The petitioners have averred that there are no proceedings pending against them, under Sections 235 to 251 of the Act. 10. To recapitulate, the petitioners had, in the earlier round filed an application (i.e. the first motion), being: CA(M) No....
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....heme. 14. Pursuant thereto, the RD filed its affidavit under Section 394 A of the Act. In the affidavit, the RD relied upon the general circular bearing no. 53/2011, dated 26.07.2011 and, circular bearing no. 1/2014 dated 15.01.2014. 14.1 Based on the aforementioned circulars, as per the affidavit of the RD, communication was sent to the Registrar of Companies, Delhi and Haryana (in short the ROC), and the Income Tax Department (I.T. Department), seeking their response to the scheme. 14.2. However, no response by the I.T. Department, on this matter, has apparently been received, till date. 15. The RD, though, received information from the ROC vide report dated 29.02.2016 which, inter alia, is indicative of the facts as follows: a) Firs....
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.... petitioners, that the affairs of the transferor company had been conducted in a manner which could not be construed as being prejudicial to either the interest of its members or the public at large. In other words, affairs of the transferor company, according to the OL, do not fall foul of the provisions of the second proviso to Section 394(1) of the Act. 17.1 Thus, the OL, in effect, has conveyed that he has no objections to the scheme being sanctioned. 18. To be noted, the scheme in clause 14.1 provides that all the employees of the transferor company in service on the effective date shall become the employees of the transferee company on such date without any break and interruption in service and on the terms and conditions not in any....