TaxTMI 
TaxTMI 
TaxTMI 
2022 (2) TMI 21
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....vity "Petitioner/Transferee Company"). The registered office of the Transferor Company is situated at Bangalore, Karnataka and falls within the jurisdiction of NCLT Bangalore Bench. The Transferor Company has filed a company petition before the NCLT, Bangalore Bench and the same is pending for final order. The Transferee Company in their Board of Directors meeting held on 23rd December 2019 has accorded their approval for Scheme of Amalgamation (hereinafter referred to as "Scheme") as contemplated between the Transferor and Transferee companies. The Scheme is annexed as Annexure '1' to the typed set filed along with the Petition. 3. 1st Motion Application - In Brief 3.1. The Petitioner/Transferee Company has filed the First....
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....ucture facilities and optimum utilisation of the available resources. d) That the scheme will enable pooling of Technical, Managerial, Financial and human resources of the Transferor company, resulting in productive utilization of said resources, as well as achieving cost and operational efficiency at a management level on and from the effective date. 5. In the second motion application filed by the Petitioner Companies, this Tribunal vide order dated 13.10.2021 has directed the Petitioner Companies to issue notice to issue notice to the Statutory/Regulatory Authorities viz. (i) Regional Director (Southern Region), (ii) RoC, Chennai, (iii) the Income Tax Department, (and other sectoral regulators, who may govern the working of the Transf....
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....ompany has filed its statutory returns up to 31.03.2020 and has reported that there is no prosecution/Inspection or Investigation is pending against the Companies. The Regional Director had made following observations at paragraph 3 of his report stating that; 3) It is further submitted that as per clause 1.1 of Part A of the Scheme, the Appointed Date is 01.09.2019, which is not acceptable, as it is ante-dated beyond a year and is not in accordance with Sec. 232(6) of the Companies Act, 2013. Hence, the Hon'ble NCLT, Chennai may direct the company to revise is appointed date or may determine an appointment date as it thinks fit. Thus, after examining the Scheme, the Regional Director in para 13 of its Report has stated that they ha....
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....judicating Authority is satisfied that the date mentioned as appointment date may not be changed. 7.2 Income Tax Department 7.2.1 In spite of notice having been served to the Income Tax department by the Companies on 29.10.2021, there was neither any representation nor any report filed by the said authorities. In the said circumstances as per section 230(5) of the Companies Act, 2013, this Tribunal presumes that the said Department does not have any objection to the sanction of the Scheme. 7.2.2 However, in Company Petition CAA-284/ND/2018 vide Order dated 12.11.2018, the NCLT New Delhi with a view to protect the interest of the revenue, has made the following observations with regard to the right of the IT Department in the Scheme of....
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.... one equity shareholder of M/s. Mandala Wellness Private Limited shall be issued 20.28638 shares by M/s. Phasorz Technologies Private Limited. 9. Accounting Treatment The Learned Authorized Representative for the Petitioner company has stated that the Statutory Auditor of the Petitioner company has examined the Scheme and has certified that the Petitioner company has complied with proviso to Section 230 (7)/Section 232 (3) and the Accounting Treatment contained in the proposed Scheme of Amalgamation is in compliance with the Applicable Indian Accounting Standards. The Certificates issued by the Statutory Auditor certifying the Accounting Treatment of the Petitioner Company is placed in Pg. no. 158-159 as 'Annexure - 5' of the typ....
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....irectors and officials of the petitioner. 10.4. 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. 11. This Tribunal Do Further Order: (i) That all properties, right and interest of the Transferor Company shall, pursuant to section 232(3) of the Companies Act, 2013 without further act or deed be transferred to and vested in or be deemed to have been transferred and vested in the Transferee Company. (ii) That all the liabi....