TaxTMI 
TaxTMI 
2022 (1) TMI 978
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....lows:- (a) The Scheme was approved by the respective Board of Directors of the Petitioner Companies at their meetings held on 02nd March, 2021. (b) The circumstances which justify and/or have necessitated the Scheme and the benefits of the same are, inter alia, as follows:- i. The Transferee Company is presently engaged in real estate activities. Apart from pursuing its main object, the Transferor Company has deployed its fund in other investable instruments. The business of the Transferor Company and the Transferee Company can be combined/adjusted and carried forward conveniently with combined strength; ii. The amalgamation will enable the Transferee Company to consolidate its line of business by restructuring and re-organizing its business activities and Capital Structure; iii. The amalgamation will enable the amalgamated company to broad base their business activities under the roof of the Transferee Company; iv. The amalgamation will result in economy of scale including reduction in overhead expenses relating to management and administration in better and more productive utilization of various resources; v. The business of the Company can be conveniently and advan....
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.... Scheme of Amalgamation are dispensed with in view of all shareholders of Petitioner Companies having respectively given their consent to the Scheme by way of affidavits. Unsecured Creditors Meeting of Unsecured Creditors of Petitioner No. 1 for considering the Scheme of Amalgamation are dispensed with in view of consent by way of affidavits by Unsecured Creditors representing 95.08% in value of Unsecured Creditors of Petitioner No. 1. Meeting of Unsecured Creditors of Petitioner No. 2 for considering the Scheme of Amalgamation are dispensed with in view of consent by way of affidavits by Unsecured Creditors representing 99.90% in value of Unsecured Creditors of Petitioner No. 2. (ii) Meetings directed to be held: No meeting is required to be held. (iii) No requirement of Meetings: Secured Creditors of Petitioner Companies - NIL Secured Creditors verified by Auditors Certificate. (g) Consequently, the Petitioners presented the instant petition for sanction of the Scheme. By an order dated 11th November, 2021 the instant petition was admitted by this Tribunal and fixed for hearing on 20th day of December, 2021 upon issuance of notices to the Statutory/Sectoral Author....
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....re updated in filing their Statutory Returns. Paragraph 2(a) of the Rejoinder No adverse comments made by the Registrar of Companies, West Bengal in his report to the Regional Director. Further the Registrar of Companies, West Bengal has not received any Complaint and/or representation from any person on the proposed Scheme. Paragraph 2(b) of RD Affidavit Petitioner company should undertake to comply with the provisions of section 232(3)(i) of the Companies Act, 2013 through appropriate affirmation. Paragraph 2(b) of Rejoinder The Transferee Company undertakes that it shall comply with the provisions of Sec. 232(3)(i) of the Companies Act, 2013 in regard to adjustment of fees upon clubbing of Authorized Share Capitals of the Transferor Companies with the Authorized Share Capital of the Transferee Company in post-amalgamation and shall file a detailed statement thereof with the Registrar of Companies at the time of filing of INC - 28. Paragraph 2(c) of RD Affidavit That the Transferee Company should be directed to pay applicable stamp duty on the transfer of the immovable properties from the Transferor Companies to it. Paragraph 2(c) of Rejoinder The Transferee C....
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....olders and Creditors. Paragraph 2(f) of RD Affidavit The Tribunal may kindly direct the Petitioners to file an affidavit to the extent that the Scheme enclosed to the Company Application and Company Petition are one and same and there is no discrepancy, or no change is made. Paragraph 2(f) of Rejoinder The Deponent duly authorised by the Petitioner Companies hereby affirms that the Scheme enclosed to the Company Application and Company Petition are one and same and there is no discrepancy or no change is made. Paragraph 2(g) of RD Affidavit The Petitioners under provisions of section 230(5) of the Companies Act 2013 have to serve notices to concerned authorities which are likely to be affected by the Amalgamation or arrangement. Further, the approval of the scheme by the Tribunal may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such authorities shall be binding on the Petitioner Companies concerned. Paragraph 2(g) of Rejoinder The Petitioner Companies have complied with the directions contained in the order passed by the National Company Law Tribunal, Kolkata Bench and have effected service upon....
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....company for filing of documents of the Transferor company. Further system issue is not to be taken as hindrance as the intent of the legislature is to comply with the intent of the Companies Act and other related statute which are of paramount importance. Paragraph 2(i) of RD Affidavit It is submitted that as per instructions of the Ministry of Corporate Affairs, New Delhi, a copy of the scheme was forwarded to the Income tax Department on 30/07/2021 for their views/observations/objections in the matter but the same is still awaited. Paragraph 2(i) of Rejoinder The Income Tax authorities have not made any observations on notice served by the office of the Regional Director. Further the Petitioner Companies have also complied with the directions contained in the order passed by the Tribunal and have effected service upon the Income Tax Department. However the said department have not made/filed observation pursuant to the said notices filed by the Petitioner Companies. Heard submissions made by the Ld. Counsel appearing for the Petitioner, RD. Upon perusing the records and documents in the instant proceedings and considering the submissions, we allow the petition and make....