TaxTMI 
TaxTMI 
2022 (2) TMI 21
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....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 Motion Application vide CA/343/CAA/2020 seeking directions for dispensing with the meeting or alternatively to conduct meeting of the Equity Shareholders, Preferential Shareholders, Secured Loan Creditors and Sundry Creditors of the Transferee Company and for issuance of notice to statutory authorities. Based on such application moved under Sections 230-232 of the Companies Act, 2013; directions were issued by this Tribunal, vide order dated 04.02.2021, wherein all the meetings of the Equity Shareholders, Secured Loan Creditor, Unsecured Creditors and Unsecured Trade Creditors of Transferee Company directions were issued by this Tribunal, vide order dated 23.12.2020. Subsequent to the said order, the Transferee Company has filed the present Petition before this Tribunal on 04.06.2021 for sanction of the Scheme of Arrangement by this Tr....
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....suant to the service of notice of the petition the following statutory authorities have responded as follows; 7. Statutory Authorities 7.1. Regional Director The Regional Director, (hereinafter referred to as 'RD') Chennai to whom the notice was issued, has filed his Report on 12.11.2021 before this Tribunal and has stated that Clause 9 of Part C of the Scheme provides for the protection of the interest of the employees of the Transferor Company. It is further observed that as per the report of RoC, Chennai, the Transferee Company 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 th....
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....f Amalgamation, "taking into consideration the clauses contained in the Scheme in relation to liability to tax and also as insisted upon by the Income Tax and in terms of the decision in RE: Vodafone Essar Gujarat Limited v. Department of Income Tax (2013)353 ITR 222 (Guj) and the same being also affirmed by the Hon'ble Supreme Court and as reported in (2016) 66 taxmann.com.374(SC) from which it is seen that at the time of declining the SLPs filed by the revenue, however stating to the following effect vide its order dated April 15, 2015 that the Department is entitled to take out appropriate proceedings for recovery of any statutorily dues from the transferor or transferee or any other person who is liable for payment of such tax dues the said protection be afforded is granted. With the above observations, the petition stands allowed and the scheme of amalgamation is sanctioned." 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 Depa....
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....ion 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 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 liabilities, powers, engagements, obligations and duties of the Transferor Company shall pursuant to Section 232(3) of the Companies Act, 2013 without further act or deed be transferred to the Transferee Company and acc....