TaxTMI 
TaxTMI 
2021 (10) TMI 942
X X X X Extracts X X X X
X X X X Extracts X X X X
....'SCHEME') as contemplated between the Companies viz. M/s. Visionary RCM Infotech (India) Private Limited (hereinafter referred to as "Transferor Company") and M/s. Coditech Software Solutions India Private Limited (hereinafter referred to as "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 Companies and the said Scheme is also annexed as "Annexure A" to the typed set filed along with the CP/17/CHE/2021. 2. The Registered office address of the Transferee Company is situated at Mumbai, Mahar....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... c. better alignment, coordination and streamlining of day to day operations, leading to improvement in the overall working culture and environment; d. formation of a stronger company enabling the combined business to be pursued in a manner that is more convenient and advantageous to all the stakeholders; and e. creation of value for various stakeholders and shareholders of the Petitioner/Transferor Company and the Transferee Company, as a result of all of the foregoing. 5. In the second motion application filed by the Petitioner Companies, this Tribunal vide order dated 29.03.2021 has directed the Transferor Company to issue notice to the Statutory/Regulatory Authorities viz. (i) Regional Director (Southern Region), ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....loyees of the Transferor Company. It is stated in the report of the RD that the Transferor Company has filed its statutory returns upto 31.03.2020 and has stated that there are no prosecution/complaint/inspection or investigation pending against the Companies. Thus, after examining the Scheme, the Regional Director in para 11 of its Report has stated that they have decided not to make any objection to the Scheme. 7.2. Official Liquidator 7.2.1. In relation to the Official Liquidator, (hereinafter referred to as 'OL') to whom the notice was issued has filed the Report before this Tribunal on 25.06.2021 and has stated that they have appointed M/s. Victoria Mathews & Santhakumar, Chartered Accountants from the panel m....
X X X X Extracts X X X X
X X X X Extracts X X X X
....sum of Rs. 30,000/- (Rupees Thirty 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. 7.3. Other Statutory Authorities In relation to the other statutory authorities to whom notices have been issued, neither they have filed any reply nor raised any objections to the Scheme and in the circumstances, this Tribunal presumes that other statutory Department viz. The Income Tax Department does not have any objection to the sanction of the Scheme. 8. Accounting Treatment 8.1. The Learned Counsel for the Petitioner Companies have stated that the Statutory Auditors of the Petitioner Companies have examined the Sch....
X X X X Extracts X X X X
X X X X Extracts X X X X
....there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the petitioners. 9.4. 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. 10. This Tribunal Do Further Order: (i) That all properties....