TaxTMI 
TaxTMI 
2022 (8) TMI 372
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....sed between the Companies and the said Scheme is also annexed at "Annexure-5" to the typed set filed along with the application in CP/CAA/51/CHE/2022. 2. The Registered office address of the Demerged Company is situated at Chennai, Tamil Nadu and falls within the jurisdiction of NCLT Chennai Bench. The Demerged Company had filed a company application bearing CA/CAA/793/CHE/2020, before the NCLT, Chennai Bench and directions were issued vide order dated 17.11.2021. 3. 1st Motion Application - In Brief 3.1. The Demerged Company had filed its First Motion Application vide CA/CAA/793/CHE/2020, seeking directions for conducting or convening of meeting of the Equity Shareholders and Unsecured Creditors of the Demerged Company and seeking dispensation of meeting of the Secured Creditors of Demerged Company and seeking Dispensation of the meeting of the Equity Shareholders and Unsecured Creditors of the Resulting Company and the same was ordered by this Tribunal dated 17.11.2021. 3.2. Based on such application moved under Sections 230-232 of the Companies Act, 2013; directions were issued by this Tribunal, vide order dated 17.11.2021, to convene the meetings of the Equity Shareholders ....
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....e employees or the creditors of both the Companies e) The transfer and vesting of the Demerged Undertaking into the Resulting Company would be in the best interests of both the shareholders of the Demerged Company and the Resulting Company as it would result in enhanced value for the shareholders and allow focussed strategy in the operation of the Demerged Undertaking and the remaining business of the Demerged Company. Pursuant to the Scheme all the Shareholders of the Demerged Company will get shares in the Resulting Company and there would be no change in the economic interest of any of the shareholders of the Demerged Company pre and post implementation of the Scheme. 5. In the second motion application filed by the Petitioner Companies, this Tribunal vide order dated 02.05.2022 has directed the Petitioner Companies to issue notice to the Statutory/Regulatory Authorities viz. (i) Regional Director (Southern Region), (ii) RoC, Chennai, and (iii) the Jurisdictional Income Tax Office having Jurisdiction and other sectoral regulators, who may govern the working of the respective companies in relation to the Scheme, as well as for paper publication to be made in "Business Standard....
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....he Scheme, except the observations as made in para 3 of the Report, the Regional Director in their Report has stated that they have decided not to make any objection to the Scheme. 7.4. In relation to the objections raised by the RD, it is seen that Applicant Companies has filed a Memo dated 14.07.2022 vide SR No. 4295 stating that the Appointed Date in respect of the Scheme can be fixed as 1st April 2022 instead of 15.11.2019. The said Affidavit filed by the Petitioner Company is taken on record and accordingly the Appointed Date of the Scheme shall be 01.04.2022. 7.5. Despite notice having been served, there is no representation from the Department of Income Tax and other statutory authorities and this Tribunal in terms of Section 230(5) of the Companies Act, 2013 presumes that the Department of Income Tax does not have any objection to the sanction of the Scheme. 7.6. In Company Petition CAA-284/ND/2018 vide Order dated 12.11.2018, the NCLT New Delhi has made the following observations with regard to the right of the IT Department in the Scheme of Amalgamation, "taking into consideration the clauses contained in the Scheme in relation to liability to tax and also as insiste....
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.... Petitioner companies submitted that no investigation proceedings are pending against the Demerged Company or Resulting Company under the provisions of the Companies Act, 1956 or the Companies Act, 2013 and no proceedings against the petitioner companies for oppression or mismanagement have been filed before this Hon'ble Tribunal or erstwhile Company Law Board. 10.3. Notwithstanding the above, if there is any deficiency found or, violation 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 petitioners. 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, rights and powers of Demerged undertaking be transferred wi....