AI OCR 
TaxTMI 
TaxTMI 
TaxTMI 
2021 (1) TMI 272
X X X X Extracts X X X X
X X X X Extracts X X X X
...., have accorded their approval for Composite Scheme of Arrangement and Amalgamation (hereinafter referred to as "Scheme") as contemplated between the Petitioner companies, in and by which it has been decided to cancel and reduce 9,260 Equity shares of face Value of INR 10/- of the Transferee Company and then amalgamation of all the Transferor Company - 1, 2, 3, 4, 5 & 6 with the Transferee Company. The Scheme is annexed as Annexure 'A1' to the typed set filed along with the Petition. 3. 1ST MOTION APPLICATION - IN BRIEF 3.1. The Transferor & Transferee Companies have filed the First Motion Application jointly vide CA/1156/CAA/2019 seeking for directions for convening the meeting of the Equity Shareholders and Unsecured Creditors and for dispensing with the requirement of convening the meeting of the Secured Creditors of all the Companies involved in the Scheme and based on such application moved under Sections 230-232 of the Companies Act, 2013; directions were issued by this Tribunal, vide order dated 07.11.2019. Subsequent to the said order, the meeting of the Shareholders of the respective Transferor Companies were held on the dates mentioned therein and the Chairm....
X X X X Extracts X X X X
X X X X Extracts X X X X
....Makkal Kural" (Chennai Edition) in Tamil on 24.02.2020. It is also seen that notices have been also served to (i) The Regional Director, Southern Region, Chennai on 24.02.2020, (ii) Registrar of Companies Chennai on 24.02.2020, (iii) Assessing Officer, Income Tax Department on 24.02.2020, (iv) Official Liquidator on 24.02.2020 and in relation to Transferor Company - 4 notices were also served to Reserve Bank of India on 25.04.2020 and the proof of the same by way of acknowledgements/receipts have been enclosed. Pursuant to the service of notice of the petition the following statutory authorities have responded as follows; 7. STATUTORY AUTHORITIES 7.1. REGIONAL DIRECTOR The Regional Director, (hereinafter referred to as 'RD') Chennai to whom the notice was issued in the first motion itself, has filed his Report on 10.02.2020 before this Tribunal and has stated that Para 16 of Part E of the Scheme provides for the protection of the interest of the employees of the Transferor Companies. It was further observed that as per the report of RoC, Chennai, the Transferor and Transferee Companies are regular in filing their statutory returns and has reported that there is no ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... all the statutory returns with the Registrar and Income Tax for the past 5 years and the returns are filed upto date. * There are no IT appeals in any forum i.e. CIT (A), ITAT, High Court or Supreme Court. * GST Returns are upto date and there are no GST appeals in any forum. TDS has been remitted with the Government authorities within the prescribed time limit. * The details of the contingent liabilities as on 31.03.2019 (audited) are as follows; SI. No. Name of the Company Amount in Rs. 1 Aztec Auto Ltd. --- 2 Freins Metals Ltd. 12,30,186/- 3 Freins Engineering Ltd. 3,88,581/- 4 Task Pressings Ltd. 5 Wichitra Auto Ltd. -- 6 Modular Auto Ltd. -- * The Transferor Companies have not accepted any public deposits. 7.5. From the above observations made by the Chartered Accountants, the Official Liquidator sought to take on record and consider the report of the Chartered Accountant and has also sought to fix the remuneration payable to the Auditor who ha....
X X X X Extracts X X X X
X X X X Extracts X X X X
....payable by the Transferor Companies and since the Transferee Company is not being dissolved and the Scheme provides the savings in relation to the liabilities as well, the rights of the Tax authorities remain intact and they can proceed against the Transferee Company in accordance with law, if any amount is found due and payable. The Hon'ble NCLAT also in the Ad2Pro Creative Solutions Private Limited -Vs- Regional Director (SER) MCA, in Company Appeal (AT) No. 98 of 2019, in relation to the dues of the Income Tax has held in para 7 as follows; "7..........Admittedly, proceedings are pending in appeal before ITAT and depending upon the outcome of such proceedings, the Transferee Company has undertaken to satisfy all demands emanating from and raised by the competent tax authorities. The Scheme having been approved and sanctioned and the same being in consonance with law, no fault can be found with the Transferee's undertaking to satisfy all demands raised by the tax authorities as finally determined by due process. The Appellants are justified in maintaining that the tax liabilities would be satisfied by the Transferee as determined by the competent forum seized of ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... 168,048 Optionally Convertible Redeemable Preference Shares of Rs. 100/- each as fully paid up, at a premium of Rs. 166.20 each to the shareholders (other than the inter-company shareholders) of FML (Transferor Company - 2). * TEL (Transferee Company) to issue 325,580 Optionally Convertible Redeemable Preference Shares of Rs. 100/- each as fully paid up, at a premium of Rs. 166.20 each to the shareholders (other than the inter-company shareholders) of FEL (Transferor Company - 3). * TEL (Transferee Company) to issue 137,102 Optionally Convertible Redeemable Preference Shares of Rs. 100/- each as fully paid up, at a premium of Rs. 166.20 each to the shareholders of TPL (Transferor Company - 4). * TEL (Transferee Company) to issue 376,435 Optionally Convertible Redeemable Preference Shares of Rs. 100/- each as fully paid up, at a premium of Rs. 166.20 to the shareholders of WAL (Transferor Company - 5). * TEL (Transferee Company) to issue 73,572 Optionally Convertible Redeemable Preference Shares of Rs. 100/- as fully paid up, at a premium of Rs. 166.20 to the shareholders (other than the inter-company shareholders) of MAL (Transferor Company - 6)....
X X X X Extracts X X X X
X X X X Extracts X X X X
....S TRIBUNAL DO FURTHER ORDER: (i) That the Equity Share capital of the Transferee Company shall be reduced from 283,600 equity shares of Rs. 100/- each to Rs. 274,340 equity shares of Rs. 100/- each for a consideration of Rs. 24,65,012/-. (ii) That the Securities Premium Account (SPA) of the Transferee Company which is at Rs. 1,59,52,500/-upon payment of the consideration per share, shall be reduced to Rs. 1,44,13,488/-. (iii) That on payment of consideration, the shareholders holding the reduced shares shall furnish the share certificates to the Transferee Company, representing the reduced share and the same shall be cancelled by the Transferee Company. (iv) That all properties, right and interest of the Transferor Companies 1 to 6 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 - C of the Scheme. (v) That all the liabilities, powers, engagements, obligations and duties of the Transferor Companies 1 to 6 shall pursuant to Section 232 (3) of the Companies Act, 2013 wit....