TaxTMI 
TaxTMI 
2021 (1) TMI 113
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....016 (for brevity 'the Rules') and the said Scheme is also annexed at Pages 312 to 348 of the typed set filed along with the Company Petition. 2. The Scheme of Arrangement which is contemplated between the Companies provides for the following; (a) Reduction of Equity Share Capital of the Transferee Company (b) Amalgamation of Transferor Company with the Transferee Company (c) Change of name of the Transferee Company in accordance with the provisions of the Scheme; 3. From the records, it is seen that in the First Motion Application was filed before this Tribunal vide CA/921/CAA/2019 wherein the Transferor Company sought for a direction to dispense with the meeting of the Equity Shareholders and for convening the meeting of the Secured and Unsecured Creditors and similarly, the Transferee Company has sought for a direction to dispense with the meeting of the Equity Shareholders and to convene the meeting of the Unsecured Creditors, however it has been represented that there are no secured creditors in relation the Transferee Company, and based on such application moved under Sections 230-232 of the Companies Act, 2013; accordingly, directions ....
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....r employees of the Transferor Company. It was also stated that as per the report of Registrar of Companies, Chennai both the Petitioner Companies are regular in filing the statutory returns and there is no prosecution filed, no complaints pending and no inspection/investigation has been ordered/pending in respect of both the companies. Further, the RD has observed in para 7 as follows; "It is submitted that the transferee company in Part III of the scheme has proposed reorganization and reduction of capital as provided under section 66 of the Act. In Clause 5.1 of the scheme the transferee company has proposed to reduce its paid up capital from Rs. 174,40,00,000/- (Rupees One hundred and seventy four crores and forty lakhs only) consisting of 17,44,00,000 (Seventeen crores and forty four lakhs) equity shares of Rs. 10 each to Rs. 40,40,00,000/- (Rupees Forty Crores and Forty Lakhs only) consisting of 4,04,00,000 (Four crores and four lakhs) equity shares of Rs. 10 each thereby cancelling/extinguishing the paid up share capital to the extent of Rs. 134,00,00,000/- (Rupees One hundred and thirty four crores only) consisting of 13,40,00,000 (Thirteen crores and forty lakhs on....
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.... matters and TDS 135.10 Other liabilities 189.88 Custom Duty 115.30 * The Company has not accepted any deposits from the public within the meaning of Rule 3(1)(a) of the Companies (Acceptance of deposits) Rules, 1975. * The Transferor Company has outstanding dues of Rs. 7,37,40,384/- as on 31.03.2019 and has been regular in payment of all statutory dues. * The share exchange ratio adopted by the Transferor Company and the Transferee Company as per the valuation report given by M/s. Madhvi Takiar Sehgal, Registered Valuer, IBBI were fair and reasonable. * The company has filed various returns with Registrar of Companies and no case has been pending against the company or any of its directors/officers and no prosecution has been launched under any of the sections of the Companies Act against the company or any of its directors. There are no complaints of any nature against the company or its directors. * The Company has filed its Income Tax returns upto AY 2018 - 2019 and due date for filing Income Tax return for AY 2019 - 20 has not yet reached. 10. Apart from the above observations made by the Chartered Accountants, the....
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....) from which it is seen that at the time of declining the SLPs filed by the revenue, however stating to the following effect vide its order dated April 15, 2015 that the Department is entitled to take out appropriate proceedings for recovery of any statutory dues from the transferor or transferee or any other person who is liable for payment of such tax dues the said protection be afforded is granted. With the above observations, the petition stands allowed and the scheme of amalgamation is sanctioned." 14. As regards the Reserve Bank of India, despite notice having been served there is no representation on behalf of them and in the circumstance; this Tribunal presumes that the said authority does not have any objection to the sanction of the Scheme. 15. The Petitioner Company has filed the certificate of the Independent Statutory Auditor in relation to compliance with the Accounting Standards with respect to the Scheme. Thus, the Petitioner Company has complied with proviso to Section 230 (7)/Section 232 (3) of the Companies Act, 2013. 16. The Petitioner Company has submitted that no investigation proceedings are pending against them under the provisions of the Companies ....
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....se 5.1 to 5.7 of the Scheme. (iii) That all properties, right and interest of the Amalgamating Company shall, pursuant to section 232(3) of the Companies Act, 2013 without further act or deed be transferred to and vests in or be deemed to have been transferred and vested in the Transferee Company as per the terms of Part - IV of the Scheme. (iv) That all the liabilities, powers, engagements, obligations and duties of the Transferor Company shall, pursuant to Section 232(3) of the Companies Act, 2013 without further act or deed be transferred to the Transferee Company and accordingly the same become the liabilities and duties of the Transferee Company. (v) That the Appointed date for Part - III & Part - IV of Scheme shall be 1st January 2019 (vi) That all proceedings now pending by or against the Transferor Company be continued by or against the Transferee Company. (vii) That all the employees of the Transferor Company in service on date immediately preceding the date on which the Scheme finally takes effect shall become the employees of the Transferee Company without any break or interruption in their service. (viii) That the Tr....