TaxTMI 
TaxTMI 
TaxTMI 
2022 (2) TMI 69
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....he Jurisdiction of Hon'ble NCLT, New Delhi. The Non-Petitioner/Transferor Company is within the jurisdiction of NCLT, Kolkata, and had moved a similar petition before Hon'ble NCLT, Kolkata. Copy of order of NCLT, Kolkata, dated 18th March, 2021 has been submitted in which Hon'ble NCLT, Kolkata has sanctioned the scheme of Tribunal to be binding with effect from 01.04.2018, on Givetake Trade & Credit Pvt. Ltd. and all properties, rights and interests of Givetake Trade and Credit Pvt. Ltd to be transferred and invested in Indian Compressor Limited along with all the liabilities and duties; all the proceedings and/or suits, appeals pending by or against Givetake Trade & Credit Pvt. Ltd. shall be continued by or against Indian Compressor Ltd.; the Transferee Company will issue and allot shares to the shareholders of the Givetake Trade & Credit as envisaged in the scheme of amalgamation and for that if necessary to increase the authorized share capital. The Transferor Company i.e. Givetake Trade & Credit Pvt. Ltd. shall stand dissolved on the appointed date. Any person interested will be at liberty to apply to the NCLT, Kolkata, in the above matter for any direction that may....
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....lgamation. 3. It is submitted that the Petitioner Transferee Company Indian Compressor Limited CIN: U34300DL1943PLC000712 was incorporated on 26.08.1943, its registered Office is situated in Okhla Industrial Estate, New Delhi and it is engaged in the business of manufacturing, trading, leasing and maintenance of compressors, pumps, spares, etc. Its authorised Share Capital is Rs. 5,50,00,000/- divided into 55,00,000 Equity Shares of Rs. 10 each. The issued, subscribed and paid up share capital is Rs. 4,99,74,420/-; the Transferee Company had submitted its audited accounts for the year ended 31.03.2018 along with the first motion application. It has also prepared its unaudited Provisional Financial statements for the year ending 31.03.2019 which has also been submitted with the first motion application. Subsequent to the date of the unaudited Provisional Financial Statements, there has been no substantial change in the financial position of the Transferee Company except those arising out of normal course of business. As on the date of the petition, no proceeding for inspection, inquiry or investigation under the provisions of the Companies Act is pending against the Transferee Comp....
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....s no proposal for reduction of share capital except to the extent of cancellation of any cross holding of shares between the two companies. It is submitted that the provisions relating to accounting treatment for the proposed amalgamation is conformity with accounting standards as prescribed under Section 133 of the Companies Act. Certificate from the Statutory Auditor of the Transferee Company to this effect have been enclosed. (Annexure P4). 4. As directed by this Hon'ble Tribunal vide its order dated 21.10.2019 on the first motion application of the Transferee Company, meetings of the Secured Creditors and Unsecured Creditors were convened after necessary publication of notice in the newspapers and sending of individual notices of meetings accompanied by explanatory statement, and the proposed Scheme of Amalgamation, form proxy and other documents to the Secured Creditors and Unsecured Creditors. It is also informed that meetings could be attended either in person or through proxy and the proxy form was also provided with the notice. Notices of these meetings along with complete set of papers were send through the Central Government through Regional Director, RoC, OL and In....
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....eport dated 24.12.2018 has been issued by M/s. Santinath & Associates, Chartered Accountants, in which it has been mentioned that fair value of the shares of these companies has been ascertain by two methods namely Asset Method and Income Approach Method, on the basis of the last audited balance sheet as on 31.03.2018. The RoC has also reported that they have not received any complaint/objection from any Shareholder, Creditor or other stakeholders of the captioned companies with regard to the proposed Swap Ratio and matter found in the scheme. The RD has stated that on examination of the contents of Scheme of Amalgamation along with reply of petitioner Company and report of RoC, Delhi, the scheme does not appear to be violating the provisions of section 230-232 of the companies Act. The Income Tax Department has stated that the Transferee Company has submitted all Income Tax Returns due up to Assessment Year 2019-20 and approval to the scheme may be granted upon resolving the rights of the Income Tax Department to initiate/continue any proceedings under the Income Tax Act in case of Transferor and Transferee Company and to determine the tax implications of the Amalgamation and ....