TaxTMI 
TaxTMI 
TaxTMI 
2021 (5) TMI 500
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....ioner Companies viz. M/s. Aasheesha Hospitality Services And Holdings Private Limited (for brevity "Transferor Company - 1") and M/s. Aakanksha Management Consultancy & Holdings Private Limited (for brevity "Transferee Company") under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 (for brevity 'the Act') read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity 'the Rules') pursuant to the Scheme proposed between the Petitioner Companies and the said Scheme is also commonly annexed as "Annexure 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/960 & 961/CA....
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....titioner Companies. 4. It is seen from the records that the Petitioner Companies have filed affidavits of service via email to the Registry of this Tribunal on 18.09.2020 in relation to the compliance of the order passed by the Tribunal as noted above and a perusal of the same discloses that the Petitioner Companies have effected the paper publication as directed by the Tribunal in one issue of "News Today" (Chennai Edition) in English and "Dhinamani" (Chennai Edition) in Tamil on 20.06.2020. Further notices have been also served to (i) The Regional Director, Southern Region, Chennai on 11.06.2020 (ii) Registrar of Companies, Chennai on 11.06.2020 (iii) Income Tax Authorities on 11.06.2020 (iv) Official Liquidator, Chennai on 11.06.2020 an....
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....orized capital subsequent to the amalgamation after setting off the fees paid by the transferor Company. In the light of the above, the transferee company may be directed to comply with the above provisions of the Act by making an Application with RoC, Chennai for payment of the balance fee as applicable under the provisions of the Act and rules framed thereunder." 6. Thus, the RD after examining the Scheme, except for the above observation, has decided not to make any objection to the Scheme. In relation to the observation as made by the RD, the Transferee Company has filed an Affidavit by way of email to the Registry of this Tribunal on 11.10.2020 and it is stated in the said Affidavit that the Transferee Company undertakes to file the r....
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....licable to employees of the Transferor Company. The Company has no employees' Group Gratuity Scheme Policy with LIC for Gratuity to its employees. 9. 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. 10. Despite notice be....
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....the above observations, the petition stands allowed and the scheme of amalgamation is sanctioned." A similar entitlement is granted to the IT Department if any tax is found due. 13. The Petitioner companies have submitted that no investigation proceedings are pending against them under the provisions of the Companies Act, 1956 or the Companies Act, 2013 and no proceedings are pending against the petitioner companies under Section 235 to 251 of the Companies Act, 2013 or under relevant provision of the Companies Act, 1956. 14. In view of absence of any other objections having been placed on record before this Tribunal and since all the requisite statutory compliances having been fulfilled, this Tribunal, sanctions the Scheme of Amalgamati....
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.... by or against the Transferor Company be continued by or against the Transferee Company. (iv) That the Appointed date for the Scheme shall be 1st April 2018 as specified in the Scheme itself in terms of Section 232(6) of the Companies Act, 2013. (v) That all the employees of the Transferor Company in service on date immediately preceding the date on which the Scheme finally take effect shall become the employees of the Transferee Company without any break or interruption in their service. (vi) That the Transferee Company do without further application allot to such members of the Transferor Companies, as have not given such notice of dissent, as is required by Clause 9.1 of the SCHEME herein the shares in the Transferee Company to whi....