TaxTMI 
TaxTMI 
2016 (6) TMI 219
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....verred that the amalgamation of the transferor company with transferee company would result in pooling of resources 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 ....
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.... the abovementioned affidavit it is averred that subsequent to the publication of the notice, the petitioners have not received any objection or complaint qua the scheme. 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 ....
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....er alia, stated that he has not received any complaint qua the scheme from any interested person or party. The OL has also averred, albeit, on the basis of information supplied by the 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 ....
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....he ROC, within thirty (30) days of its receipt. 21. Resultantly, it is directed that the petitioners will comply with all provisions of the scheme and, in particular, those which are referred to hereinabove. 22. In any event, notwithstanding what is stated by the petitioners, the transferee company will file an undertaking with this court, within two weeks from today, stating therein, that it will take over and defray all liabilities of the transferor company. It is also made clear, that the concerned Statutory Authority will be entitled to proceed against the transferee company qua any liability which it would have fastened on to the transferor company for the relevant period, and that, which may arise on account of the scheme being ....