TaxTMI 
TaxTMI 
2020 (10) TMI 700
X X X X Extracts X X X X
X X X X Extracts X X X X
....a Private Limited Company incorporated on 11.12.1991 under the Companies Act, 1956 with Corporate Identity Number: U15494KA1991PTC012611 and is presently having its registered office at No. 8, KIADB Industrial Area, Somanahalli Village, Maddur Taluk-571429, Karnataka. Its Authorised Share Capital as at 31.03.2018 was Rs. 2,00,00,000/- divided into 2,00,000 Equity Shares of Rs. 100/- each and Issued, Subscribed and Paid-up Share Capital is Rs. 1,25,47,500/- divided into 1,25,475 Equity shares of Rs. 100/- each. Its main objects inter alia are to carry on all or any of the business of manufacturers and brewers, producers, importers and exporters, buyers and sellers, storers and stockists, suppliers and distributors, wholesale and retail dealers and workers in Malt extract, Malted milk foods and other cereal products, etc. (2) M/s. Sumangal Dealers Private Limited (hereinafter referred to as Transferor Company') is a Private Limited Company incorporated on 10.06.2005 under the Companies Act, 1956 with Corporate Identity Number: U51909WB2005PTC103695 and having registered office at 27, Jamuna Lal Bajaj Street, 2nd floor, Kolkata-700007. Its Authorised Share Capital is Rs. 10,00,0....
X X X X Extracts X X X X
X X X X Extracts X X X X
....nd elimination of duplicate efforts across multiple entities. The business of the Transferor and Transferee Company can be conveniently and advantageously combined together and general business of the Companies concerned with be carried over economically and profitably under the said Scheme. It will provide the Company seamless access to the assets of the Transferor Companies. It will also result in reduction of the multiplicity of legal and regulatory compliances. b. The Scheme will be beneficial to both the Companies, its Shareholders, Creditors and other Stakeholders and the terms thereof are fair and reasonable. The proposed merger will not be prejudicial to the interest to any of the stakeholders, employees or creditors of both the Transferor and the Transferee Companies. (6) As regards the Consideration, it is stated that the three shareholders of Transferor Company shall be allotted 1 Equity Share of the Transferee Company for every 23 Equity Shares of Transferor Company held by them. It was also noted that Transferor Company is holding 92,800 Equity Shares in the Transferee Company, such shares shall be additionally transferred to the three shareholders of Transferor Co....
X X X X Extracts X X X X
X X X X Extracts X X X X
....cipal Commissioner of Income Tax-1 vide F. No. Pr.CIT-1/ Amalgamation/2019-20 dated 02.07.2019 has inter alia stated that they do not have any objection to the said Amalgamation subject to payment of outstanding demand by the Assesse Company M/s. Balaji Malts Private Limited to the tune of Rs. 8,85,030/- for various assessment years i.e. for AY 2012-13 - Rs. 38,920, for AY 2016-17-Rs. 1,83,900/-, for AY 2017-18 -Rs. 71,460/- and for AY 2018-19 - Rs. 5,90,750/-. Office of the Deputy Commissioner of Income Tax, Circle-1(1)(2) vide F. No. NCLT/Circle-1(1)(2)Blr/2019-20 dated 27.06.2019 has inter alia stated that scrutiny proceedings for AY 2017-18 is pending as on date and that M/s. Balaji Malts Private Limited being the Transferee Company holds its little outstanding demand even after amalgamation. Hence, they does not have any objection on the proposed amalgamation only if they clear their outstanding demand. 7. The Competition Commission of India vide letter No. NCLT/NF/65/7332 dated 05.07.2019 has inter alia stated that under the provisions of the Competition Act, 2002, a notice for combination is to be mandatorily given to CCI subject to meeting of thresholds, in terms of combin....
X X X X Extracts X X X X
X X X X Extracts X X X X
....(3)(i) of the Companies Act, 2013 and pay the difference fee, after setting of the fee already paid by the Transferor Company on their respective Capital. Transferee Company shall give an undertaking to that effect. (4) Transferee Company should comply with Companies (Indian Accounting Standards) Rules, 2015 (Ind AS notified u/s 133 of the Act). (5) Transferee Company has related party transactions during the year 2017-2018 and necessary compliance u/s 188 of the Act may be sought. (6) As per 2.23 of Note to the financial statements, the Transferee Company has mentioned about CSR provision as Rs. 13,23,939/- and Rs. 8,18,254/-for the years 2016-17 and 2017-18 respectively. Whereas, the Directors report states that the total amount to be spent towards CSR for the FY 2017-18 is Rs. 13,23,929/- and the total amount is unspent for the above year. Hence, the Transferee Company has violated Section 135 of the Act may explain the reasons for the unspent amount of CSR and compliance of Section 134 r/w 135 of the Act. Besides the Company be directed to file compounding application within 30 days. (7) The Transferee Company will issue 1 Equity Share of Rs. 10/- each to the shareholde....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... Scheme of Merger which is under consideration. (7) As regards the Transferee Company's Share Capital, it comprises of Equity Shares of Rs. 100/- each only and the same may be verified from the audited financials too and thus the above error in the Scheme is purely clerical and unintentional. (8) As regards the Transferee Company's Share Capital details mismatch with its master data, it is stated that this error is purely clerical and unintentional and it should be read as the Transferee Company is having an Authorised Share Capital of Rs. 2,00,00,000/- divided into 2,00,000 Equity Shares of Rs. 100/- each and the Issued, Subscribed and Paid-up Share Capital of Rs. 1,25,47,500/- divided into 1,25,475 Equity Shares of Rs. 100/- each fully paid up. (9) As regards the objects of two merging companies are different, it is submitted that as per various judicial pronouncements/judgements, the Schemes U/s 391 to 394 of the Companies Act, 1956 presented before the Court, are to be treated as single window approval and the different objects should not come in as a restriction towards the merger. The business of the Transferor Company can be conveniently added to the Transferee....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... any law; and the same shall be dealt with by the respective Authority in accordance with the extant Laws and Rules governing such Duty, taxes, levies or other charges, as applicable; and (3) The Transferor Company 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 for all the state and interest of the Transferor therein but subject, nevertheless, to all the charges now affecting the same; and (4) All the liabilities including taxes and charges, if any, and duties of the Transferor Company 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 become the liabilities and duties of the Transferee Company; and (5) The tax implications, if any, arising out of the Scheme are subject to final decision of Concerned Income Tax Authorities and the decision of the Concerned Tax Authorities shall be binding on the Transferee Company; and (6) All the proceedings now pending by or against the Transferor Company be c....