TaxTMI 
TaxTMI 
2021 (10) TMI 714
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....fter referred to as "Petitioner-1/Transferor Company-1") was incorporated with CIN number U24249DL1999PTC098103 on the 27.01.1999 under the provisions of the erstwhile Companies Act, 1956 as a private company having its registered office at 138, Rajdhani Enclave, Pitampura, Delhi-110034. 3. That Gayatri Footwears Private Limited, (hereinafter referred to as "Petitioner-2"/"Transferor Company-2") was incorporated with CIN number U19202DL2001PTC112149 on the 23.08.2001 under the provisions of the erstwhile Companies Act, 1956 as a private company having its registered office at 138, Rajdhani Enclave, Pitampura, Delhi-110034. 4. That VAS Polymers Private Limited, (hereinafter referred to as "Petitioner-3"/"Transferor Company-3") was incorporated with CIN number U24134DL1999PTC097830 on the 07.01.1999 under the provisions of the erstwhile Companies Act, 1956 as a private company having its registered office at 138, Rajdhani Enclave, Pitampura, Delhi-110034. 5. That the Gayatri Polyrub Private Limited, (hereinafter referred to as Petitioner-4"/"Transferee Company") was incorporated with CIN number U25193DL2009PTC191394 on the 18.06.2009 under the provisions of the erstwhile Com....
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....d up in the capital of the Transferee Company to every 100 equity shares of the transferor company no. 3, whose name appears in the Register of Members on a date ("Record Date") to be fixed by the Board of Directors of the transferee company for every 100 equity shares of Rs. 10 each held by the said shareholder in Transferor company No. 3." 8. From the records, it is seen that the First Motion petition was filed by the Petitioner Companies for seeking directions for dispensing with the meeting of Equity Shareholders, Secured Creditors and Unsecured Creditors of all the Companies. This Tribunal, in the First Motion Application bearing No. CA(CAA)-125(ND)2017, vide Order dated 10.08.2018 had dispensed with the requirement of convening the meetings of the equity shareholders, secured creditors and unsecured creditors of all the companies. 9. The Appointed date as per clause 1.2 of the Proposed Scheme of Amalgamation is 31.03.2017. 10. Subsequently, the Second Motion petition was moved by the Petitioner Companies in connection with the scheme of Amalgamation for issuance of notices to the Central Government, Registrar of Companies NCT of Delhi & Haryana, Regional Director (No....
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....39;ble Court in its final order and has to bind all the parties to the scheme, particularly the transferor and transferee companies. There should be no limitation on the power of the Income Tax Department for recovery, including imposition of penalties etc. (ii). Requisite compliance of provision of section 2(1B), 72 A etc. has to be ensured" Further, during the hearing on 29.11.2019, the Income Tax Department did not raise any observation with regard to any of the Applicant Companies. 14. The Official Liquidator in its report filed on 19.03.2019 has submitted as follows: "19. That the Official Liquidator on the basis of information submitted by the Petitioner Companies is of the view of that the affairs of the aforesaid Transferor Companies does not appears to have been conducted in a manner prejudicial to the interest of its members or to public interests as per the provisions of the Companies Act, 1956/the Companies Act, 2013 whichever is applicable." Further, the statement of "no observation" from the Official Liquidator has also been recorded in the order of this authority dated 29.11.2019. 15. In view of the foregoing facts and discussion and upo....
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....es from Government, grant from any governmental authorities, direct tax benefit/exemptions/deductions, shall, to the extent statutorily available and along with associated obligations, stand transferred to and be available to the Transferee Company as if the Transferee Company was originally entitled to all such benefits, entitlements, incentives and concessions; (iii) All contracts of the Transferor Companies, which are subsisting or having effect immediately before the Effective Date, shall stand transferred to and vested in the Transferee Company and be in full force and effect in favor of the Transferee Company and may be enforced by or against it as fully and effectually as if, instead of the Transferor Companies, the Transferee Company had been a party or beneficiary or obliged thereto; (iv) All the employees of the Transferor Companies shall be deemed to have become the employees and the staff of the Transferee Company with effect from the Appointed Date, and shall stand transferred to the Transferee Company without any interruption of service and on the terms and conditions no less favorable than those on which they are engaged by the Transferor Companies,....