TaxTMI 
TaxTMI 
2020 (11) TMI 516
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....bunal so as to be binding on the petitioner-companies, their shareholders, secured creditors, unsecured creditors, employees and all other relevant parties, etc. 2. Brief facts of the case, as mentioned in the company petition, which are relevant to the issue in question, are as follows : (1) M/s. Health and Glow Retailing P. Ltd. (hereinafter referred to as "transferor company") was incorporated as a private limited company on December 12, 1996 with the Registrar of Companies, Tamil Nadu under the Companies Act, 1956 bearing the name of "RPG Guardian P. Ltd." and subsequently it was converted into public company with effect from December 4, 1997 and again reconverted into a private company with effect from December 6, 2001. Subsequently, on March 2, 2007 a fresh certificate was issued by the Registrar of Companies, Tamil Nadu by which its name was changed from "RPG Guardian P. Ltd." to "Health and Glow Retailing P. Ltd.". Pursuant to shifting of the registered office to the jurisdiction of the Registrar of Companies, Karnataka, the Registrar of Companies has issued a fresh certificate dated January 31, 2013 bearing CIN : U52599KA1996PTC067554. Its registered office is ....
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.... office is presently situated at Site No. 32/5, 2nd Floor, Ganapa Towers, Hosur Main Road, NGR Layout, Roopena Agrahara, Bangalore-560 068. Its authorised share capital is Rs. 309,00,00,000 divided into 22,30,00,000 equity shares of Rs. 10 each and 8,60,00,000 preference shares of Rs. 10 each and its issued, subscribed and paid-up share capital is Rs. 307,06,13,240 divided into 22,10,61,324 equity shares of Rs. 10 each and 8,60,00,000 preference shares of Rs. 10 each. Its main objects, inter alia, are to develop and conduct retail business in India and outside India and having regard to the laws applicable in respective countries or in any other relevant jurisdiction, the company will carry on health and beauty stores, etc. (4) The board of directors of the transferee company at its meeting held on May 7, 2019, have approved and adopted the scheme of amalgamation and, inter alia, resolved as under : "Resolved that, pursuant to the provisions of sections 230 to 232 of the Companies Act, 2013, rules and regulations made thereunder, (hereinafter referred to as 'the Act'), as amended from time to time, or other applicable provisions, if any, of the Act, read w....
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....s fully paid-up, to the extent indicated below to the preference share holders and/or equity shareholders (as the case may be) of the transferor whose names appear in the register of the members on the record date (or to such of their heirs, executors, administers or other legal representatives or other successors in title as may be recognised by the board of directors of the transferee) in consideration of amalgamation of the transferor in the following proportion : (a) 210 fully paid-up equity shares of the transferee of Rs. 10 each to be issued to the shareholders of transferor for every 100 fully paid-up equity shares of the transferor of Rs. 10 each held by such shareholder. (b) 100 fully paid-up preference shares of the transferee of Rs. 10 each to be issued to the shareholders of transferor for every 100 fully paid- up preference shares of the transferor of Rs. 10 each held by such share holders. (8) It is stated that from the effective date, all staff and employees, if any, who are in employment of the transferor on the date immediately pre ceding the effective date, shall be deemed on and from the appointed date, to have become staff and employee....
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....e Hindu on December 8, 2019 and in Kannada Prabha on December 10, 2019 with regard to the notice of hearing of the petition and they have not received any objection from any party about the acceptance of scheme. 5. The Registrar of Companies, Karnataka vide its report dated January 22, 2020 has, inter alia, pointed out the following observations : (1) Major equity and preference shares of the transferee company are held by the transferor company and the remaining preference shares of the transferor and the transferee companies are held by RR group and HMK group, viz., M/s. Hathway Investments P. Ltd., and M/s. DSP Investments P. Ltd., in the ratio of 50:50. (2) The transferee company shall comply with section 232(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. (3) The transferee company has not appointed whole-time company secretary for the period of more than one year February 2, 2013 to February 23, 2014. Hence, the company may be directed to explain for not appointing company secretary....
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....avourable order against the appeal made by the company Rs. 6,50,080 Rs. 1,30,016 20% of amount Request made with Assessing Officer to reassess the tax for AY 2013-14 and refund the interim payment AY 2014-15 Assessment order passed with demand amount of Rs. 2,15,590. However, rectification petition filed with Assessing Officer to correct the tax amount wrongly considered of Rs. 20.8 crore instead of Rs. 3 crore. Rs. 2,15,590 Nil Assessing Officer has not yet passed the rectification order. AY 2015-16 Appeal filed with CIT (Appeals), Chennai Rs. 34,32,260 Rs. 6,86,452 CIT (Appeals) yet to pass an order, case under progress However, it is understood from the Scheme that the above litigations will be taken over by the transferee company. Further, they have, inter alia, concluded in the said report in paragraph 17.7 that on scrutiny of books of account, papers, statutory registers and other related records of the company, we are of the opinion that the affairs of the company have not been conducted in a manner prejudicial to the interest of the members of the company or public interest as per section 232 of the Companies Act, 2013. And th....
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....s Act, 2013 and other related Acts and Rules. In his report, the Regional Director, MCA has concluded that the scheme appears to be fair, reasonable and not detrimental against the members or creditors or contrary to public policy and the same can be approved. The scheme in question will enable consolidation of all companies indirectly and jointly held by the HMK group and RR group, and helps in streamlining operations, reducing overheads, administrative, and other expenditure and achieving operational rationalization, organizational efficiency and optimal utilization of resources in the interest of shareholders, etc. On a consideration of the facts of the case as mentioned in the preceding paragraphs, which are not elaborating here again to avoid duplication and repetition, we are satisfied that the procedure specified in sub- sections (1) and (2) of section 232 of the Companies Act, 2013 has been complied with, and hence the scheme of amalgamation, as approved by the boards of both the transferor company and the transferee company, is hereby sanctioned, as prayed, and in view whereof, this Tribunal passes the following further order : (1) The scheme of amalgamation, as c....