TaxTMI 
TaxTMI 
TaxTMI 
2021 (5) TMI 473
X X X X Extracts X X X X
X X X X Extracts X X X X
....exure A4" to the typed set filed along with the Petitions. 2. From the records, it is seen that in the First Motion Application filed before this Tribunal vide CA/1319 & 1320/CAA/2019 wherein it was represented that there are 7 Equity Shareholders, 1 Unsecured Creditor and no Secured Creditor in relation to the Transferor Company and 5 Equity Shareholders, 1 Secured Creditors and 23 Unsecured Creditors in relation to the Transferee Company and except in relation to Unsecured Creditors of the Transferee Company, based on the consent Affidavits obtained in relation to others, dispensation was sought from holding the meeting of the Equity Shareholders and Unsecured Creditors of the Transferor Company and Equity Shareholders and Secured Creditor of the Transferee Company and for holding of the meeting of the Unsecured Creditors of the Transferee Company. Based on such application moved under Sections 230-232 of the Companies Act, 2013, this Tribunal vide its order dated 20.01.2020 dispensed with the meeting of the Equity Shareholders and Unsecured Creditors of the Transferor Company and Equity Shareholders and Secured Creditor of the Transferee Company and directed the meeting to be c....
X X X X Extracts X X X X
X X X X Extracts X X X X
....taff/workmen of the Transferor Company. It is also stated that as per the report of Registrar of Companies, Chennai, both the Transferor and Transferee 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. However RD in para 9 and 10 of his Affidavit has made the following observation; "9. It is submitted that as per clause 12 of Part II of the Scheme has stated that the Authorized Capital of the Transferor Company will be merged with the Authorized Capital of the Transferee Company. The Transferee Company may be directed to file the amended MOA and AOA with the RoC, Chennai for its records. In the said clause of the scheme the companies have stated that the transferee company would not be required to pay any further fee or stamp duty for the increase in the Authorized capital. This is contrary to the provisions of clause (i) to Sub - section (3) of Section 232 of the Companies Act, 2013 which mandates the transferee company to pay the fees, if any, for the enhanced authorized capital subsequent to the amalgamation after setting off t....
X X X X Extracts X X X X
X X X X Extracts X X X X
....s methodologies mentioned in the valuation report. * The Chartered Accountants are of the view that based on the profile of the Transferor and Transferee Companies and the shareholding pattern (being closely held), the Chartered Accountants are of the prima facie view that the basis of valuation appears to be reasonable. 10. 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 remunerations payable to the Auditor who has investigated into the affairs of the Transferor Company. In this regard, this Tribunal hereby directs the Transferor Company to pay a sum of Rs. 25,000/- (Rupees Twenty Five Thousand Only) to the Official Liquidator for the payment of fees payable towards the Auditor who has investigated into the affairs of the Transferor Company. 11. In relation to the Income Tax Department it is seen that a memo was filed on behalf of the Deputy Commissioner of Income Tax Corporate Circle - 1(1), Chennai - 34, wherein it has been stated that as per letter dated 03.03.2020, DCIT, CC-1(1) Chennai - 34, he has conveyed his objection. A per....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... 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 the matter in accordance with the approved Scheme which admittedly does not come in conflict with any express provision of the Companies Act, 2013. The legitimate interests of the concerned Tax Authorities have been lawfully protected and their right to recover the tax dues as determined by ITAT or any other competent forum as the case may be, remains intact." 15. Further in Company Petition CAA-284/ND/2018 vide Order dated 12.11.2018, the NCLT New Delhi has made the f....
X X X X Extracts X X X X
X X X X Extracts X X X X
....en, albeit, in accordance with law, against the concerned persons, directors and officials of the petitioners. 21. While approving the Scheme as above, it is clarified that this 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. THIS TRIBUNAL DO FURTHER ORDER: (i) That all properties, right and interest of the Transferor Company 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 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. (iii) That all proceedings now pending by or again....