TaxTMI 
TaxTMI 
2014 (3) TMI 1106
X X X X Extracts X X X X
X X X X Extracts X X X X
....dia Private Limited (hereinafter referred to as Petitioner/Transferee Company). As per the scheme, the Transferor Company is proposed to be merged in the Transferee Company. 2. It has been submitted that no proceedings under Sections 235 to 251 of the Act, 1956 are pending against the Petitioner Companies. 3. So far as the share exchange ratio for Amalgamation is concerned, the Scheme provides that ?1 fully paid up equity share of Rs. 10/- each with voting rights of the Transferee Company shall be issued and allotted to every shareholder [or its successor(s)]of the Transferor Company in lieu of every 27,512 fully paid equity shares of Rs. 10/- each with voting rights held by it in the Transferor Company?. 4. The Petitioner Companies had ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....any complaint against the proposed Scheme from any person/party interested in the Scheme in any manner and that the affairs of the Petitioner Companies do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest. The Official Liquidator has not raised any objection to the scheme of amalgamation. 7. The Official Liquidator further in Para 13 of his report has stated that it is pertinent to mention that the appointed date is 01.04.2011 and the Court may consider re-fixing of the appointed date as 01.04.2013 since the Audited Balance Sheet of all the petitioner companies as on 31.03.2013 are available. A similar observation has also been made on behalf of the Central Government by the Regi....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... survives. 12. The Regional Director in Para 5, of the Affidavit has observed that the Appointed Date as per the Scheme is 01.04.2011, whereas the Companies have already prepared their Balance Sheet and Profit and Loss Account for the period ended 31.03.2013. The said Balance Sheets and other returns under the Companies Act, 1956 and other statutes have also been filed before the concerned Authorities. It is also pointed out that certain undertakings have been transferred by the Transferor Company after 01.04.2011. Further the Regional Director has suggested that the Appointed Date may be shifted to 01.04.2013 to avoid any revision of Balance Sheet and Profit and Loss Account and other returns including Tax Returns. 13. Mr Atma Sah, Assis....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... there seems to be substance in the contention that a scheme effective from a retrospective date beyond a period of two years would not normally be considered, however, since in the present case, there is no prejudice caused to any person and no undue tax benefit is accruing to the petitioner companies, I deem it appropriate not to withhold the sanction of the scheme on this account. The petitioners are conscious that fixing 1st April 2011 as the appointed date would entail filing of revised returns with the Income Tax and other Authorities. It is clarified that the petitioner would also pay all requisite fees that may be payable in law for revising any returns. Needless to mention, the Registrar of Companies would also be at liberty to exa....
X X X X Extracts X X X X
X X X X Extracts X X X X
....nd Creditors of the Petitioner Companies, representation/reports filed by the Regional Director and the Official Liquidator, and no objections received to the proposed Scheme, there appears to be no impediment to 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. 19. Certified copy of the order will 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 Companies Act, 1956, and in terms of the Scheme, the Transferor Company and the property, rights and powers con....