TaxTMI 
TaxTMI 
2021 (5) TMI 108
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....exure 4" to the typed set filed along with the petition. 2. 1ST MOTION APPLICATION - IN BRIEF 2.1. The Transferor and Transferee Companies have jointly filed the First Motion Application vide CA/397/CAA/2020 seeking for directions from this Tribunal for dispensation of the meetings of the Equity Shareholders and Unsecured Creditors of the Transferor and Transferee Companies and it was represented that there were no Secured Creditors in relation to the Transferor and Transferee Companies. Based on such application moved under Sections 230-232 of the Companies Act, 2013; directions were issued by this Tribunal, vide order dated 10.12.2020 wherein meetings of the Equity Shareholders and Unsecured Creditors were dispensed with. Accordingly, the Petitioner Companies have filed the present Petition before this Tribunal on 17.12.2020 for sanction of the Scheme of Amalgamation by this Tribunal. 3. RATIONALE OF THE SCHEME 3.1. The Rationale and benefits of the Scheme as submitted by the Learned Counsel for the Petitioner Companies would inter alia result in various benefits for both parties including; a. Both the companies are promoted by technocrats in the same line of....
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.... stated that Clause 12 of the Scheme provides for the protection of the interest of the Executives/staff, workmen and other employees of the Transferor Company. 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 it is stated that there is no prosecution/complaint/inspection or investigation pending against the Companies. The RD in para 9 of his report has observed that as per Clause 14 of the Scheme the Authorized Capital of the Transferor Company shall stand enhanced to Rs. 20,00,000/- and the Company has not provided for payment of further fee/stamp duty for the enhanced authorized capital as required under Section 232(3)(i) of the Act, 2013, whereas in Clause 14.1. has stated that it will utilize and set off the fee paid by the Transferor Company for the increase in share capital and hence sought for a direction to the Transferee Company to file the amended MOA and AOA with RoC, Chennai. Thus, after examining the Scheme, the Regional Director, except for the said objection, has decided not to make any objection to the Scheme. In relation to the said objection raised by the R....
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....red before this Tribunal, nor have filed its report/reply and raised any objections to the Scheme and in the circumstances, this Tribunal presumes that other statutory Department viz. The Income Tax Authorities and The Reserve Bank of India does not have any objection to the sanction of the Scheme. In Company Petition CAA-284/ND/2018 vide Order dated 12.11.2018, the NCLT New Delhi has made the following observations with regard to the right of the IT Department in the Scheme of Amalgamation, "taking into consideration the clauses contained in the Scheme in relation to liability to tax and also as insisted upon by the Income Tax and in terms of the decision in RE: Vodafone Essar Gujarat Limited v. Department of Income Tax (2013) 353 ITR 222 (Guj) and the same being also affirmed by the Hon'ble Supreme Court and as reported in (2016) 66 taxmann.com.374 (SC) 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 statutorily dues from the transferor or transferee or any other perso....
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....order should not be construed as an order in any way granting exemption from payment of stamp duty, taxes or any other charges, if any, payment is due or required in accordance with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law. 9. THIS TRIBUNAL DO FURTHER ORDER: (i) That all properties, right and interest of the Transferor Companies shall pursuant to section 232(3) of the Companies Act, 2013 without further act or deed be transferred to and vest in or be deemed to have been transferred and vested in the Transferee Company as per the terms of the Scheme of Amalgamation. (ii) That all the liabilities, powers, engagements, obligations and duties of the Transferor Companies 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. (iii) That all proceedings now pending by or against the Transferor Companies be continued by or against the Transferee Company. (iv) That the Appointed date for the Scheme shall be 1st Apr....