TaxTMI 
TaxTMI 
2022 (1) TMI 619
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....s") are entering into a scheme of arrangement and amalgamation ("scheme"). 3. Learned counsel for the applicant-companies submits that all of applicant-company No. 1 is engaged in the business of to undertake and carry on the trades and business of export and import, consolidators, shippers, ship-owners, container repairers and hirers, ship brokers, shipping agents, carriers, multi model carriers including but not limited to the transportation by rail, road, air and sea or a combination thereof, carrying and forwarding agents, ship and/or air charterers, ship managers, tug-owners, loading brokers, freight contractors, carriers by water transport, haulage, cargo owners, shipping engineers, ship stores, ship merchants, ship husbands, stevedores, wharfingers, salvers and bunkering agents, non-vessel owning commission carriers (NVOCC) agency, whether directly or as agent or otherwise and for this purpose purchase, operate or otherwise acquire warehouse and/or containers freight station in any part of India or abroad. 4. Applicant-company No. 2 is engaged in the business of enter into the partnership or into any arrangement for sharing profits amalgamation union of interests, co-opera....
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....t, alter, re-model or do any other work in connection with any building scheme, roads, highways, expressways, docks, ships, sewers, bridges, flyovers, tramways, metros, ropeways, monorails, canals, wells, springs, multi-storeyed, power plants, wharves, ports, reservoirs' embankments, irrigation improvements, sanitary, water, gas, electric light, telephonic and power supply works or any other structural or architectural work of any kind whatsoever and for such purpose to prepare estimates designs, plants specifications or models and to such other or any act that may be the requisite thereof and to purchase, acquire, take on lease, or in exchange or in any other lawful manner any other land, building, multi-storied structures and to turn to the same into real estate, account, develop the same and dispose off or maintain the same and to build townships, markets or other building or convenience thereon and to equip the same or any part thereof with all any amenities or conveniences, drainage facilities, electric, telegraphic, telephonic, televisions and to deal with same in any manner whatsoever. 8. Applicant-company No. 6 is engaged in the business of undertake and carry on the t....
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....e business of manufacturing, importing, exporting, buying, selling and to acquire comb, prepare, spin, twist, dye and deal in flax, hemp, jute, wool, cotton, silk, art-silk, synthetic and other fibres thereof, and to weave buy, sell and otherwise deal or traffic in yarn, cloth and other fibrous products including dressing and furnishing materials, rope, fish netting and other nets, parachutes, tents, uniforms, ready-made garments, made-ups, carpet and carpet backing, blankets, padding knitted goods, woven and non-woven bags, hosiery, gloves, sewing thread, tire cord and hose belts. 12. Learned counsel for the applicant-companies submits that the board of directors of the applicant-companies vide resolution dated August 14, 2021 approved the scheme of arrangement and amalgamation. The appointed date of the scheme is April 1, 2021. 13. Learned counsel for the applicant-companies submits that following is the rationale of the scheme : (a) Combine the businesses for better performance ; (b) Simplified group and business structure ; (c) Elimination of multiplicity of companies leading to synergies in operations, achieving efficiencies and economies of scale and reduction in oper....
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.... of face value of Rs. 10 (ten) each fully paid held by shareholders in applicant-company No. 5 as on the record date. Share exchange ratio : Applicant-company No. 9, i. e., the transferee company shall issue 4 (four) equity shares of applicant-company No. 9 of face value of Rs. 10 (ten) each fully paid up for 3 (three) equity shares of face value of Rs. 10 (ten) each fully paid held by shareholders in applicant- company No. 6 as on the record date. Share exchange ratio : Applicant-company No. 9, i. e., the transferee company shall issue 55 (fifty five) equity shares of applicant-company No. 9 of face value of Rs. 10 (ten) each fully paid-up for 17 (seventeen) equity shares of face value of Rs. 10 (ten) each fully paid held by shareholders in applicant-company No. 7 as on the record date. Share exchange ratio : Applicant-company No. 9, i. e., the transferee company shall issue 43 (forty three) equity shares of applicant-company No. 9 of face value of Rs. 10 (ten) each fully paid-up for 9 (nine) equity shares of face value of Rs. 10 (ten) each fully paid held by shareholders in applicant-company No. 8 as on the record date. 15. Learned counsel for the applicant-companies submi....
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....egional Director, Western Region, Ministry of Corporate Affairs ; (ii) the Registrar of Companies at Mumbai ; and (iii) the Income-tax Authority at DCIT, Circle 4(3)(1) (for applicant-company No. 1 having PAN No. AADCB5029Q), DCIT, Circle (4)(3)(1) (for applicant-company No. 2 having PAN No. AAACW2820R), ITO Ward 3(3)(3) (for applicant-company No. 3 having PAN No. AAHCA2927L), DCIT, Circle 4(3)(1) (for applicant- company No. 4 having PAN No. AAACW2931R), ITO Ward (3)(1) (for applicant-company No. 5 having PAN No. AAACW9220D), ITO Ward 4(3)(1) (for applicant-company No. 6 having PAN No. AAACW9221C), DCIT, Circle 4(1)(1) (for applicant-company No. 7 having PAN No. AAACW2898M), ITO Ward 3(3)(3) (for applicant-company No. 8 having PAN No. AAECM3469J), and ITO Ward 3(3)(3) (for applicant-company No. 9 having PAN No. AAACW0552A) (iv) the Goods and Services Tax authorities concerned, and other sectoral regulators concerned or authorities, if any, pursuant to section 230(5) of the Companies Act, 2013 read with rule 8 of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal from such authorities within 30 (thirty) days of the date....