TaxTMI 
TaxTMI 
2020 (12) TMI 761
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....erred to as 'Transferor Companies', with Pinky Forex Tours and Travels Private Limited ('Transferee Company'). The joint petition is maintainable in terms of Rule 3(2) of the Rules. 2. From the records, it is seen that the first motion Application seeking directions for dispensing with the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Companies was filed before this Tribunal on 02.12.2019 vide CA (CAA) No. 314/230/JPR/2019 and based on such joint Application moved under Sections 230-232 of the Companies Act, 2013, directions were issued by this Tribunal, wherein the meetings of the Secured Creditors of the Transferee Company was directed to be held on 03.02.2020; and the meetings of Equity shareholders, Secured Creditors and Unsecured Creditors of the Transferor Companies, and also of the Equity shareholders and Unsecured Creditors of the Transferee Company, were dispensed with vide Order dated 20.12.2019. 3. As per the directions in order dated 20.12.2019 the corresponding meeting of the Secured Creditors of the Transferee Company was held on 03.02.2020 and had unanimously voted in favour of the Scheme. ....
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....eport before the date fixed as to whether any objection has been received to the proposed "Scheme". 6. The Petitioner Companies filed compliance affidavits vide Diary No. 552/2020 dated 03.06.2020 along with copies of the newspaper publications and copies of proof of service of notice to the statutory authorities. On perusal of the record, it is found that repeated notice has been issued to the Income Tax Department as well as its Standing Counsel, Mr. R.B Mathur. Despite that no report has been filed. However, at the time of the hearing of the matter, the counsel for the Income Tax Department submitted that there is no objection to the Scheme, Nevertheless, tax payable should be paid by the Transferee Company in accordance with law. 7. The Regional Director, North Western Region, MCA to whom notice was issued has filed his observation on 23.04.2019 before this Tribunal and upon perusal of the same it is observed that the Regional Director has made following observations: • The Petitioner Transferee Company be directed to submit consent affidavits of Unsecured Creditors having value of 20.74 per cent comprising bonus payable to the employees or proof ....
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....he Petitioner Companies have placed on record the certificate of the Chartered Accountant dated 23.10.2019 at Annexure- 16 of the petition, confirming that the accounting treatment envisaged under the Scheme of Arrangement is in compliance with the applicable accounting standards notified by the Central Government under Section 133 of the Companies Act, 2013. Also, in compliance of order dated 05.11.2020, the Petitioner Companies have also filed copy of provisional financial statements as on 30.06.2020 vide diary no. 774/2020 dated 13.11.2020. 13. Having heard learned counsel for the petitioners and perused documents placed on record, and also considering the approval accorded by the members and creditors of the Petitioner Companies to the proposed Scheme, and the affidavits/ no objection filed by the respective regulatory authorities, there appears no impediment in sanctioning the present Scheme. Consequently, sanction is hereby granted to the Scheme under section 230 to 232 of the Companies Act, 2013. The Petitioners shall however remain bound to comply with the statutory requirements in accordance with law. 14. Notwithstanding the above, if there is any deficiency found or....
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....nce policies, bonds and all other instruments of whatsoever nature or description, of the Transferor Companies which are subsisting or having effect immediately before the Effective Date as per the Scheme, shall stand transferred to and vested in the Transferee Company and be in full force and effect in favour of the Transferee Company and may be enforced by or against it as fully and effectually as if, instead of the Transferor Companies, the Transferee Company had been a party or beneficiary or obliged thereto / thereunder. V. All taxes paid or payable by the Transferor Companies and all existing and future incentives, un-availed credits and exemptions, benefit of carried forward losses and other statutory benefits, to which the Transferor Companies are entitled to shall be available to and vest in the Transferee Company. VI. All proceedings now pending by or against the Transferor Companies shall be continued by or against the Transferee Company. VII. All employees in the service of the Transferor Companies shall be deemed to have become the employees and the staff of the Transferee Company on date immediately preceding the date on which the sche....