TaxTMI 
TaxTMI 
2022 (4) TMI 1591
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....ations) Rules, 2016 (hereinafter referred to as 'the Rules pursuant to the Scheme proposed between the Petitioner Companies and the said Scheme is also annexed to the typed set filed along with the CP(CAA)/63 66(CHE)/CAA/2021. 2. The Composite Scheme of Amalgamation as contemplated between the Petitioner Companies involves the following parts: • Part I - Deals with definitions of the terms used in the Scheme of Amalgamation and sets out the share capital of the Transferor Company and Transferee Company. • Part II - deals with Amalgamation of the Petitioner Companies. • Part III - Deals with the changes of share capital of the Petitioner Companies: and • Part IV- Deals with the General terms and Conditions applicable to the Scheme 3.1^ST MOTION APPLICATION -IN BRIEF 3.1. The Petitioner Companies have filed the First Motion Application vide CA(CAA)/22&39(CHE)/2021 seeking directions for dispensation of the meetings of the Equity Shareholders and Secured Creditors and for convening and holding the meeting of the Unsecured Creditors of the Transferor and Transferee Companies 3.2 Based on such applications m....
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....n of capital, superior deployment of brand promotion, sales and distribution strategies and create a consolidated and diversified base for future growth of the amalgamated entity with a wider presence in the premium of Textile segment. The amalgamation would facilitate greater cohesiveness to gain market sh are through core market competencies which are hallmark of the Transferee Company with increased brand and customer recognition. The amalgamation will result in administrative and operational rationalization and promote organizational efficiencies. It will prevent cost duplication that can erode financial efficiencies of the holding structure and the resultant operations will be more cost-effective with the achievement of greater economies of scale, reduction in overheads and improvement in various other operating parameters. 4.1.2 In view, inter alia, of the aforesaid, the Board of Directors of the Transferor Companies as well as the Board of Directors of the Transferee Company have considered and proposed the amalgamation of the entire undertaking and business of the Transferor Company with the Transferee Company in order to benefit the stakeholders of the said compan....
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....utory authorities have responded as follows; 7. STATUTORY AUTHORITIES 7. 1. REGIONAL DIRECTOR 7.1.1 The Regional Director, (hereinafter referred to as 'RD') Chennai to whom the notice was issued, has filed his Report before this Tribunal on 23.02.2022. It was observed that as per the report of RoC, Chennai, the Petitioner Companies are regular in filing their statutory returns. Further, it is also stated in the report that no prosecution / Inspection or Investigation is pending against the Petitioner Companies. However, the RD in para 10 has made an observation, which is extracted hereunder: 10) It is respectfully submitted that Clause 12 of Part III of the Scheme provides for clubbing of Authorized Share Capital of the Companies, as such the Authorized Share Capital of the Transferor Company shall stand be altered and merged with the Authorized Share Capital of the Transferee Company. Clause V of the MOA of the Transferee Company shall be altered as the Authorized Share Capital of the Company shall be Rs. 55,30,00,000 divided 55,30,000 equity shares of Rs. 100 each. The Transferee Company may be directed to remit the difference in fee ....
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....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." 7.4 OTHER STATUTORY AUTHORITIES 7.4.1 It is submitted by the Learned Counsel for the Petitioners that the equity shares of the Petitioner Companies are not listed with the stock exchanges, thus the Petitioner Companies do not require compliance of Listing Agreement or SEBI Rules/Regulations. 7.5 ACOUNTING TREATMENT 7.5.1 The Learned Counsel for the Petitioner Companies have....
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....t which may be specifically required under any law. 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 vest in or be deemed to have been transferred and vested in the Transferee Company as per the terms of the Scheme of Amalgamation. (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 accordingly the same become the liabilities and duties of the Transferee Company. (iii) That all proceedings now pending by or against the Transferor Company be continued by or against the Transferee Company. (iv) The Appointed Date of the said Composite Scheme shall be 1^stApril 2020 as specified in the scheme. The Effective Date shall be within 45 days from the date of this Order. (v) That all the employees of the Transferor Company in service on date immediately preceding the date on which the Scheme shall finally....