TaxTMI 
TaxTMI 
2020 (10) TMI 69
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.... read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, for the purpose of the approval of the Scheme of Amalgamation of between the Applicant Companies. The copy of the Scheme has been placed on record. 2) All the Transferor Companies as well as Transferee Company have their registered offices which lie within the jurisdiction of this Tribunal. 3) A persual of the petition discloses in relation to the First motion joint application filed by the petitioner companies involved in the Scheme of Amalgamation in Company Application No. CA(CAA) No. 138(ND) of 2019 that based on the representations made in the joint application and also taking into consideration th....
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....r to clause 11 of the scheme, the Transferee company may kindly be directed to comply with the provisions of Section 232(3)(i) of the Companies Act, 2013 in regard to fee payable on its revised authorized share capital". The Transferee Company vide diary no 071012134472019/3 have submitted an undertaking of affidavit with respect to compliance of Section 232(3) (B) (i) of the Companies Act, 2013. 6) The Official Liquidator, NCT of Delhi has filed his report in relation to Transferor Companies wherein no specific observation has been raised against the approval of the scheme. It is submitted in the report that the official liquidator has not received any complaint against the proposed Scheme from any person/party interested in the Scheme ....
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....me has been reproduced in the rejoinder filed by the applicant companies which is as follows: "With the intent of consolidating the business operations undertaken by the Transferor Companies and the Transferee Company, the said Companies now propose, by way of this Scheme to merge the Transferor Companies with the Transferee Company in accordance with the terms hereof. The Amalgamation of the Transferor Companies with the Transferee Company would inter-alia have the following benefits. (a) It would enable optimum utilization of the funds and resources. (b) It will provide the benefit of operational synergies to the combined entity, which can be put to the best advantage of the stakeholders. (c) Improved o....
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....No. 2, the assessment order under section 153(C) has been passed for the A.Y. 2012-13 to 2017-2018. The Income Tax Department have passed orders with NIL demand with respect to the A.Y. 2012-13 to 2017-2018. iv. The valuation of shares has been done by Mr. Aayush Tibrewal(holding registration number IBBI/RV/02/2019/11356), a registered valuer under the Insolvency and Bankruptcy Board of India. v. That the assessment orders having already been passed in the ongoing proceedings, there is no question of hindrance now. That the Transferor Companies have maintained proper books of accounts which have been duly audited by the statutory auditor every year. The same has been stated in the audit report annexed alongwith. I....
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....ansferor Company No. 2 which is Elvina Real Estates Private Limited the Assessment Order for the year 2012-13 have been passed with NIL demand in November 2019 which has been attached in the rejoinder submitted by the petitioner companies. Therefore this company cannot be a part of nor be associated with the present order of the ITAT. The Transferor Company No. 2 which is Elvina Real Estates Private Limited was incorporated on 20th December 2011 when the company was new in business. 11) Certificates of respective Statutory auditors of the Petitioner Companies have been placed on record to the effect that Accounting Treatment proposed in the Scheme of Amalgamation is in conformity with the Accounting Standard notified by the Central Gover....
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....or in respect to any permission/compliance with any other requirement which may be specifically required under any law. 18) THIS TRIBUNAL DO FURTHER ORDER * That the Transferor Companies shall stand dissolved without following the process of winding-up; and * That all the property rights and powers of the Transferor Companies be transferred without further act or deed (to the Transferee Company and accordingly the same shall pursuant to Section 232 of the Companies Act) 2013) be transferred to and vest in the Transferee Company. * That all the liabilities and duties of the Transferor Companies be transferred without further act or deed (to the Transferee Company and accordingly the same shall be in pursuant to ....