TaxTMI 
TaxTMI 
2019 (11) TMI 1488
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....ansferor Company viz. Emerald Jewellery Retail Limited with the Transferee Company viz. Emerald Jewel Industry India Limited under Section 230 to 232 and other applicable provisions of the Companies Act, 2013( for brevity "the Act') read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity 'the Rules') pursuant to the Scheme of Amalgamation (hereinafter referred to as the 'SCHEME') proposed between the Petitioners and the said Scheme is also annexed as Annexure 3 at pages 25 to 39 of the Petition. 2. From the records, it is seen that the First Motion Application seeking directions for dispensing with the requirement of convening the meeting of the Equity Shareholders, Secured and Unsecur....
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....o (i) The Regional Director, Chennai, (ii) Registrar of Companies Coimbatore, (iii) Official Liquidator and (iv) Income Tax Department in compliance with the directions passed by this Tribunal and in proof of the same acknowledgements/receipts have also been enclosed. 5. The Managing Director of the Transferee Company has also filed an affidavit on 04.11.2019, to the effect that the proposed Scheme of Amalgamation does not fall under the definition of "Combination" as defined under Section 5 and 6 of the Competition Act, 2002 and as such it does not cause any appreciable adverse effect on competition and hence the proposed Scheme of Amalgamation does not require any regulation or clearance or approval from Competition Commission of India. ....
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....mining the Scheme has decided not to make any objection to the Scheme. 8. The Petitioner Company has filed a reply to the observation made by the RD, wherein in response to the first observation, the Transferee Company submitted that post sanctioning of the Scheme by the Hon'ble Tribunal, the amended MOA and AOA shall be duly filed with the RoC. In relation to the second observation made by the RD, the Transferee Company submitted that the Clause 11 of the Scheme specifically states that earlier stamp duty paid by Transferor shall be adjusted in terms of Section 232 (3) (i) of the Companies, Act, 2013. However, the Transferee Company has undertaken to comply with Section 232 (3) (i) of the Companies Act, 2013 with regard to combination....
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.... of Income Tax has also filed its report on 15.10.2019 and brought on record that the Transferee Company has not filed its Return of Income under Section 139(1) of the Income Tax Act, 1961 for AY's 2019 - 2020 and that the same is getting time barred on 30.11.2019 and has sought for a direction to the Transferee Company to file its return before the due date. However, on 05.11.2019, the Department of Income Tax has filed another memo stating that the earlier direction was wrongly sought for, as it would be violative of the statutory provisions to seek a direction for the Transferee Company to file the returns before the due date and requested that the Transferee Company be directed to file the returns under the IT Act prior to approval ....
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....ent of stamp duty, taxes or any other charges, if any payment is due or required in accordance with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law. 17. In Company Petition CAA-284/ND/2018 vide Order dated 12.11.2018, the NCLT New Delhi has made the following observations with regard to the right of the IT Department in the Scheme of Amalgamation, "taking into consideration the clauses contained in the Scheme in relation to liability to tax and also as insisted upon by the Income Tax and in terms of the decision in RE: Vodafone Essar Gujarat Limited v. Department of Income Tax (2013) 353 ITR 222 (Guj) and the same being also affirmed by the Hon'ble Supreme Cou....