TaxTMI 
TaxTMI 
TaxTMI 
2021 (3) TMI 347
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....ng Company or 'IINT'). The joint petition is maintainable in terms of Rule 3(2) of the Rules. 2. The Petitioner Companies filed First Motion Application bearing CA (CAA) No. 20/Chd/Hry/2019 before this Tribunal for seeking directions for dispensing with the meetings of the Shareholders, Secured and Unsecured Creditors of the Petitioner Companies. 3. The First Motion Application was disposed of vide order dated 15.11.2019 with a direction to dispense with the meetings of the Shareholders and Unsecured Creditors of the Petitioner Companies. Since there are no secured creditors in the Petitioner companies, there is nothing to call and convene their meetings. 4. The main objects, date of incorporation, authorized and paid-up share capital and the rationale of the Scheme have been discussed in detail in the order dated 15.11.2019 disposing of First Motion Application passed by this Tribunal. 5. It is further submitted that the certificates of statutory auditors of the Petitioner Companies certifying that the accounting treatment contained in the aforesaid Scheme is in compliance with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013 read with r....
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....tor as well as to objectors, if any. Objections, if any, to the 'Scheme' contemplated by the authorities to whom notice has been given on or before the date of hearing fixed herein may be filed, failing which it will be considered that there is no objection to the approval of the 'Scheme' on the part of the authorities by this Tribunal and subject to other condition being satisfied as may be applicable under the Companies Act, 2013 and relevant rules framed thereunder. Registry shall also report before the date fixed as to whether any objection has been received to the proposed Scheme in the registry." 8. The learned authorized representative for the Petitioner Companies has filed compliance affidavit vide Diary No. 831 dated 30.01.2020 with regard to compliance of the directions given in the Order dated 18.12.2019. Copy of the newspaper publications in Times of India (English) and Veer Arjun (Hindi) both Haryana Edition dated 23.01.2020 are duly annexed as Annexures E and F of the compliance affidavit. The Registry has also reported that no objections have been received as per order dated 18.12.2019 against the present Scheme in this Tribunal. Copies of notices al....
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.... its report vide Diary No. 1877 dated 11.03.2020. It is submitted that there is no outstanding demand or any investigation/inquiry proceedings pending against the Petitioner Company 1. It is also stated that as per the Scheme all the profits/benefits accruing to the Transferor Company and all taxes there of or losses and/or interest arising or incurred by it shall, for all purposes, be treated as the profits, benefits, taxes or losses and/or interest, as the case may, be of the Transferee Company. It is also stated that the amount of tax effect would be Rs. 3,13,562/-. 14. With respect to Petitioner Company-2, it is submitted that there is an outstanding demand of Rs. 6190/- in respect of Assessment Year 2014-15. It is also stated that the brought forward losses will not be carried forward pursuant to scheme of arrangement since the Transferor Companies do not qualify as an Industrial Undertaking under Section 72A of the Income Tax Act. 15. The Income Tax Department with respect to Petitioner Company-3 has filed its report vide Diary No. 1192 dated 13.12.2020. It is reported that there are outstanding demands of Rs. 1,11,16,840/- and 1,09,84,780/- pending against the Petitioner C....
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....Tax Act, 1961. It is also stated that upon the demerger from Petitioner Company-2 into Petitioner Company-4/Resulting Company, bought forward losses and unabsorbed depreciation of Petitioner Company-2 will be carried forward to Petitioner Company-4/Resulting Company only in accordance with the applicable provisions of Income Tax Act, 1961. 19. In response to the Income tax report with respect to Petitioner Company-3, it is submitted that the total pending tax demand of Rs. 2,21,01,620/- is disputed and has been paid partially before filing of appeal before appellate authorities as per provisions of Income Tax Act, 1961. The proof of payment of partial demand and appeals filed before the appellate authorities are attached at Pages 17-22 of Diary No. 01194/2 dated 25.08.2020. It is also submitted that any future liability relating to any tax demand that is raised by the Income Tax Department shall be paid by Petitioner Company-3 as the same shall not cease to exist even after the proposed Scheme is made effective. It is also undertaken that the payment of income tax shall not be hampered in any way as a result of demerger from Petitioner No. 3 into Petitioner Company-4/Resulting Com....
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....he petition. The following Share Exchange Ratio has been proposed in the aforesaid report: Share exchange ratio for merger of Transferor Company into Transferee company- "4(four) equity shares of face value of Rs. 10 each of IIPL to be issued against 7(seven) equity shares of face value of Rs. 10 of IHPL to the existing shareholders of IHPL" Share entitlement ratio for demerger of Demerged Undertaking-1 and Demerged Undertaking-2 into Resulting Company "i. Towards the discharge of the consideration for Demerger of Demerged Undertaking 1 of IIPL into IINT: IINT to issue 5 (five) equity shares of Rs. 10/- each fully paid up for every 7 (seven) equity shares of IIPL of Rs. 10/- each. ii. Towards the discharge of the consideration for Demerger of Demerged Undertaking 2 of IOPL into IINT: IINT to issue 3 (three) equity shares of Rs. 10/- each fully paid up for every 2 (two) equity shares of IOPL of Rs. 10 each." 23. Clause 8, 14 and 15 of the scheme relates to reduction of share capital account (if any) of the Transferee Company, Demerged Company 1/or Demerged Company 2 and Resulting Company. It is stated that the reduction (if any) shall be effected as an integral part of t....
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....presentative has placed on record the summary of Composite Scheme of Arrangement (Annexure A), Diagrammatic Representation of Pre and Post shareholding pattern of Petitioner Companies after Composite Scheme of Arrangement is effective (Annexure B) and Provisional Financials of Petitioner Companies as on 30.06.2020. These annexures have been filed vide Diary No. 00868/1 dated 29.09.2020. 28. In view of the above, we conclude that there are no objections to the Scheme and hence there is no impediment in the sanction of the Scheme. Therefore, the Scheme (Annexure-4) is hereby approved. While approving the Scheme, it is clarified that this order should not be construed as an order in any way granting exemption from payment of any stamp duty, taxes, or any other charges, if any, and payment in accordance with law or granting permission in respect of any compliance with any other requirement which may be specifically required under any law. With the sanction of the Scheme, the Transferor Company shall be transferred to and vested in the Transferee Company and the Demerged Undertaking 1 of the Demerged Company 1 and Demerged Undertaking 2 of Demerged Company 2 stand demerged and transfer....
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....OMPANY i) That the Demerged Undertaking 1 of the Demerged Company 1 and Demerged Undertaking 2 of Demerged Company 2 stand demerged and transferred to, and vested in, the Resulting Company, without further act or deed; and ii) That all the property, rights and powers relating to the Demerged Undertaking 1 of the Demerged Company 1 and Demerged Undertaking 2 of Demerged Company 2 stand transferred, without further act or deed, to the Resulting Company and accordingly, the same shall pursuant to sections 230 to 232 of the Companies Act, 2013, be transferred to and vested in the Resulting Company for all the estate and interest of the Demerged Undertaking 1 of the Demerged Company 1 and Demerged Undertaking 2 of Demerged Company 2 but subject nevertheless to all charges now affecting the same; and iii) That all the liabilities and duties relating to the Demerged Undertaking 1 of the Demerged Company 1 and Demerged Undertaking 2 of Demerged Company 2 be transferred, without further act or deed, to the Resulting Company and accordingly the same shall pursuant to Section 230 to 232 of the Companies Act, 2013, be transferred to and become the liabilities and duties of the Resulting ....