TaxTMI 
TaxTMI 
2022 (2) TMI 677
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....ngement are, as follows: i) Such Amalgamation will reap the benefits of economy of scale after greater leverage of funds. ii) Opportunity to strategic reorganization of manpower and facility and greater focus on core competence of the group. iii) The said scheme will enable the said Companies to pool their resources to their advantages also more over the said scheme has been proposed inter alia, to consolidate the group structure and provide business efficiency to continue their management and marketing strength, to streamline administration, to build a wider capital and financial base and to promote and secure the overall growth and economics of all the Companies concerned. iv) The amalgamation will result in usual economy of a centralized and a larger company including reduction in over heads, better and more productive utilization of work force and other resources and reduction in procedural and administrative work. v) The petitioner companies individually have a small capital base and they do not have adequate resources to expand and diversify their activities on their own. The said Scheme will enable the Companies to pool their reso....
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....Company fall within the jurisdiction of ROC, Guwahati. It is submitted that no complaint and/or representation regarding the proposed scheme of Amalgamation has been received against the Petitioner Companies. Further, the petitioner companies have filed Financial Statements up to 31.03.2020. Para 2(b): ROC, Guwahati in his report has stated that the Transferor Company, M/S. Luit Valley Enterprises Private Limited has not charged depreciation on Building for the FY 2019-20, which leads to understating the losses. As a result, the Profit and Loss Account for the FY 2019-20 is not reflecting true and fair view. Hence, there is a violation of Section 129 read with Section 133 of the Companies Act, 2013 and Para 45 of AS-10 "Property, Plant and Equipment". Para 2(c): Further, ROC in his report has also stated that the Transferor Company has not specified the dues of micro enterprises and small enterprises under the head Trade Payables in its financial statements for the year ended 2019-20 and that the Transferor Company had outstanding Long Term Borrowing of Rs. 50, 00,000.00 in FY 2019-20 but same has not been classified as per Schedule-III of the Companies Act, 2013.....
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....rst file complete financial statements with the Registrar of Companies in the manner laid down in the Companies Act 2013 read with the relevant rules. Once merged the company shall become non-active on MCA Portal and would have the plea that it is no more in a position to file the pending complete financial statements. Filing of such complete financial statements is statutorily mandated in terms of the provisions of Section 137 of the Companies Act 2013. It would entail not only avoidance of statutory obligation of filing the Returns but also loss of fee revenue to Government. Para 2(f): Transferee Company should undertake to comply with the provisions of Section 232(3)(i) of the Companies Act, 2013 through appropriate affirmation. Para 2(g): 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. Para 2(h): In compliance to Accounting Standard-14 or IND-AS 103, as may be applicable entries which are necessary in connection with the scheme to comply with other applicable Accounting Standards such as As-5 or IND AS-8 etc. Para 2(i): The Hon'ble....
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.... have any business operation. And the only expense is the audit fees and ROC filing expenses and as such no due is mentioned towards micro and small enterprises. The unsecured loan is from the Director and necessary affidavit and CA certificates are submitted along with no objection before this bench. Since the building is taken on lease and the Transferor Company does not have any income and the ultimate object of the lease is only for the satisfaction of the banker and the company will be merged so no lease rent has been charged. Para 3: With reference to Para 2(d) the petitioner begs to state that no tax and other liabilities is pending for payment and the Transferee Company has given undertaking and affidavit that if any claim come in future they will pay and settle all claims. Para 4: With reference to para 2(e) the company has been in-operative and there is no cash inflow or outflow and the only assets is the building which has already been leased to the transferee company as per the bank requirements. And the Company has duly filed all returns for all the financial year with ROC from time to time till 31st March, 2020. Para 5: Several other observa....
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....y so far as it appears from our examination of those books. c) The Balance Sheet, the statement of Profit and Loss dealt with by this Report are in agreement with the books of account. d) In their opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. e) On the basis of the written representations received from the directors as on 31st December, 2020 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st December, 2020 from being appointed as a director in terms of Section 164(2) of the Act. f) The company has adequate internal financial control system in place and they are operating effectively; g) With respect to the other matters to be included in the Auditor's report in accordance with the Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of their information and according to the explanations given, it is reported that: i. The Company does not have any pending litigations which would impact its financial position. ....
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....d without winding-up from the date of filing of the certified copy of this order upon the Registrar of Companies, Guwahati by the Transferor Company. i) The Registrar of Companies, Guwahati upon receiving such Certified copy be directed to place all documents relating to the Transferor Company and Registered with him on the file kept by him in relation to Transferee Company and the files relating to the said Transferor Company shall be consolidated accordingly, j) Any person interested shall be at liberty to apply to this Hon'ble Tribunal in the above matter for such directions as may be necessary, k) Such or other order or orders be made and/or directions be given as to this Hon'ble Tribunal may deem fit and proper. 10. The Petitioner Companies have submitted that: 10.1 The Board of Directors of the Petitioner Companies have at their Board meetings by a resolution passed unanimously approved the said Scheme of Amalgamation. 10.2 The Petitioner Companies have received the certificate from the Company's Auditor in regards to the effect that the Accounting treatment, if any, proposed in the scheme of compromise or arrangemen....
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....of Companies, Guwahati III) Official Liquidator, Guwahati IV) The concerned Income Tax Officer Through E-mail and speed post both" A copy of the Affidavit of Compliance dated 26th October, 2021 has been annexed. 12.3 The Assets of the Petitioner Companies are sufficient to meet all its liabilities and the said Scheme of Amalgamation will not adversely affect in any manner whatsoever. 12.4 There are no proceedings pending under Sections 210, 213 to 216, 219, 220, 222 to 225 of the Companies Act, 2013 against the petitioner company. 12.5 No one will be prejudiced if the proposed Scheme of Amalgamation is sanctioned and the sanction of the said Scheme will benefit and is in the interest of the said Company, their Shareholders and all concerned. 12.6 The petitioner craves leave to file the schedule as may be applicable showing the present freehold and leasehold properties, Share Stocks, Securities, Debentures and other chooses in action of Transferor Company. 13. In the light of the above given facts and circumstances of the present company scheme petition, We perused the salient features, rationale and objects of the pr....
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....emption from payment of Stamp Duty, taxes or any other charges, if any, and payment in accordance with law. 17.2 The whole of the property, rights and powers of Transferor Company be transferred without further act or deed to the Transferee Company and accordingly the same shall pursuant to Section 232 of the Companies Act, 2013, be transferred to and vest in the Transferee Company for all the state and interest of the Transferor Company therein but subject nevertheless to all charges now affecting the same; and 17.3 All liabilities including taxes and charges, if any and duties of the Transferor Company be transferred without further act or deed to the Transferee Company and accordingly the same shall pursuant to section 232 of the Companies Act, 2013, be transferred to and become the liabilities and duties of the Transferee Company without in any way obstructing compliance of depositing outstanding tax dues if any; and 17.4 All proceedings now pending by or against the Transferor Company, if any, be continued by or against the Transferee Company: and 17.5 All employees of the Transferor Company will become employees of the Transferee Company wi....