TaxTMI 
TaxTMI 
2021 (9) TMI 487
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....t, 2013 is the Scheme of Merger by Absorption of Samarjit Investments Private Limited (First Transferor Company) and Samarjit Estates Private Limited (Second Transferor Company) and Pama Properties Private Limited (Third Transferor Company) and Sasmita Properties Private Limited (Fourth Transferor Company) and New Ambi Trading and Investments Private Limited (Fifth Transferor Company) and Ibrox Estates Private Limited (Sixth Transferor Company) and Sasmita Realties Private Limited (Seventh Transferor Company) with Niwas Residential and Commercial Properties Private Limited (Transferee Company) and their respective Shareholders, While the Transferor Companies are having Jurisdiction with this Bench of the Tribunal and While, the Transferee Company is having Jurisdiction with Chennai Bench of this Tribunal. 3. The Learned Counsel further submits that the First Applicant Company is engaged in the business of an investment company and to purchase, acquire, deal, invest, sell, underwrite, sub-underwrite, dispose, mortgage pledge or otherwise dispose of or realise upon the security of shares, stock, units and such other securities of any kind issued or guaranteed by any undertaking or a....
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....d convert stock, shares & securities. 8. The Learned Counsel further submits that the Sixth Applicant Company is engaged in the business of as travel, tourists and booking agents or contractors and to carry and arrange transportation for passengers, live-stock or goods, in any manner and various other facilities needed by tourists, travelling public, passengers etc and to manage land, buildings and other properties belonging to company or not and to collect rent and income from the same. 9. The Learned Counsel further submits that the Seventh Applicant Company is engaged in the business of development of properties of land, flats, maisonettes, Industrial estates, dwelling etc and any such other immovable properties and for these purpose to purchase, lease, acquire, hold any land or buildings of any tenure and to alter, improve decorate furnish and maintain flats, dwellings, industrial estate and conveniences of all kinds and to let on hire the properties owned by the company at such rent and on such terms and condition as they think fit and to collect rent income thereof and to acts as estate agents and contractors and to carry out such other type of activities to relating to con....
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....uity Shares of Rs. 10/- each fully paid-up. g) The Authorised Share Capital of the Seventh Applicant Company is Rs. 1,00,000/- divided into 10,000 Equity Shares of Rs. 10/- each. Issued, Subscribed and Paid-up Share Capital of the Third Applicant Company is Rs. 1,00,000/- divided into 10,000 Equity Shares of Rs. 10/- each fully paid-up. 13. The Learned Counsel for Applicants submits that the Applicant Companies/Transferor Companies are the wholly-owned subsidiary of the Transferee Company, the entire paid up equity share capital of the Transferor Companies is held by the Transferee Company directly/indirectly along with its nominee therefore no consideration shall be payable pursuant to the Merger by Absorption of the Transferor Companies with the Transferee Company, and the shares held by the Transferee Company in the Transferor Companies shall stand cancelled without any further act, application or deed. 14. The Counsel for the applicant companies further submits that the rationale for the Scheme are as follows: i. The Transferor Companies and Transferee Company are under the same management, the merger of the Transferor Companies with the Transferee Company will remove ine....
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.... dispensed with accordingly, the meeting of Unsecured Creditors of the First Applicant Company is hereby dispensed with. 19. The Counsel for the Applicant Companies submits that the Second Applicant Company has 2 Unsecured Creditors amounting to Rs. 91,30,000/- (Rupees Ninety-One lakh thirty thousand) as on 15th day of March, 2021. List of Unsecured Creditors of the Second Applicant Company is annexed as "Annexure N1" to the Company Scheme Application. 20. The Unsecured Creditors, which is the Transferee Company itself having outstanding amount of Rs. 91,00,000/- constituting 99.67% has given its consent to the Proposed Company Scheme by way of affidavit annexed as "Annexure N2" to the company application. In view of this, the meetings of the Unsecured Creditors of the Second Applicant Company deserve to be dispensed with accordingly, the meeting of Unsecured Creditors of Second Applicant Company is hereby dispensed with. 21. The Counsel for Applicant Companies submits that the Third Applicant Company has no Unsecured Creditors as on 15th day of March, 2021, the Statutory Auditor vide their certificate certifying that there are Nil Unsecured Creditors as annexed in "Annexure P" ....
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....ng to Rs. 54,12,77,930/- (Rupees Fifty-Four crore twelve lakh seventy-seven thousand nine hundred and thirty as on 15th day of March, 2021. List of Unsecured Creditors of the Seventh Applicant Company is annexed as "Annexure X1" to the Company Scheme Application. 28. One of the Unsecured Creditors, which is the Transferee Company itself having outstanding amount of Rs. 54,07,03,200/- constituting 99.89% has given its consent to the Proposed Company Scheme by way of affidavit annexed as "Annexure X2" to the company application. In view of this, the meetings of the Unsecured Creditors of the Seventh Applicant Company deserve to be dispensed with accordingly, the meeting of Unsecured Creditors of Seventh Applicant Company is hereby dispensed with. 29. The Transferor Companies/Applicant Companies to serve notice of the present Application complete with enclosures on - (1) The Central Government through the office of Regional Director (Western region), Ministry of Corporate Affairs, Mumbai; (2) Registrar of Companies, Maharashtra, Mumbai; (3) Official Liquidator, High Court Bombay and (4) Income Tax Authority within whose jurisdiction the Applicant Companies are assessed to tax as men....