TaxTMI 
TaxTMI 
2020 (10) TMI 396
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....3, and its registered office is presently situated at K-9 Connaught Circus, New Delhi-110001. 3. The "Transferee Company, M/s. World Media Private Limited was incorporated on 17.10.1949 under the provisions of the Companies Act, 1913, and its registered office is presently situated at 9K, Connaught Circus, New Delhi-110001. 4. It is seen from the records that the First Motion application seeking convening/dispensation from convening the meetings of Shareholders and Creditors of the petitioner company was filed before this Bench vide Company Application CA (CAA) No. 132 (PB)/2018. Based on such joint application moved under Sections 230-232 of the Companies Act, 2013, the meetings of Equity Shareholders, Secured Creditors of both the petitioner companies and meeting of Unsecured Creditors of transferor company were dispensed with, vide order dated 17.10.2018 passed by this Bench. In respect of the meeting of Unsecured Creditors of Transferee Company directions were issued to convene the meeting vide the same order. 5. Subsequently, the meeting of unsecured creditors of the Transferee Company was duly held on 20.12.2018 and the Scheme was unanimously approved by the members ....
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....ere the transferor company is dissolved, the fee, if any, paid by the transferor company on its authorized capital shall be set-off against any fees payable by the transferee company on its authorized capital subsequent to the amalgamation and thus, the additional fees/duty or any other charges payable (if any) are eligible for set off against fees already paid by the transferor company on its authorized capital. However, the Transferee Company unconditionally undertakes that it shall pay additional fees on revised authorized share capital (if any) payable post amalgamation as per the directions of the Hon'ble National Company Law Tribunal. That with regard to point no. 2 (supra), it is most humbly submitted that paras 5.1 and 5.2 of the scheme of amalgamation, provide for alteration of authorized share capital and upon the Scheme becoming effective, the authorized share capital of the Transferee Company shall automatically stand increased as well as the memorandum of association and articles of association of the Transferee Company (relating to authorized share capital) shall stand altered, modified and amended. That as per para 5.2 of the scheme, the approval of the ....
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....rest. 13. Despite due service of notice on the Department of Income Tax, no reply has been filed by the Department till date of final hearing. It is pertinent to mention here that the Department of Income Tax should have filed their response within 30 days from the date of receipt of such notice as per the provisions of sub-section 5 of Section 230 of the Companies Act, 2013, failing which it is provided in the said Section that it shall be presumed that the authority has no representation to be made in respect of the Scheme. Therefore, inference can be taken that the Department of Income Tax has no observation against the Scheme. 14. Be that as it may, in order to protect the interest of the Revenue it is clarified that there shall be no limitation on the power of the Income tax Department for recovery of pending Income Tax dues, including imposition of penalties etc. as provided in law. 15. In the joint petition it has also been affirmed that no proceeding for inspection, inquiry or investigation under the provisions of the Companies Act, 2013 or under provisions of Companies Act, 1956 is pending against the Petitioner Companies. 16. Certificates of respective Statuto....
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....ere appears to be no impediment in sanctioning the present Scheme. 23. Consequently, sanction is hereby granted to the Scheme under Section 230 to 232 of the Companies Act, 2013. 24. The Petitioners shall however remain bound to comply with the statutory requirements in accordance with law. 25. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this court to the scheme will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the petitioners. 26. While approving the Scheme as above, we further clarify that this order should not be construed as an order in any way granting exemption from payment of stamp duty, taxes or any other charges, if any, and payment in accordance with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law. 27. THIS TRIBUNAL DO FURTHER ORDER 1. That the Transferor Company shall stand dissolved without following the process of winding-up; and 2. That all the property, rights and....