TaxTMI 
TaxTMI 
2023 (7) TMI 1559
X X X X Extracts X X X X
X X X X Extracts X X X X
....Amalgamation amongst the respective companies. The said Scheme of Amalgamation and Arrangement is attached as Annexure- A1 of the petition. 3. The joint first motion application seeking directions for convening/dispensing with the requirement of the meetings of its Equity Shareholders, Secured and unsecured creditor of Applicant Companies was filed before this Tribunal by Company Application No. 49/Chd/Pb/2022 and based on such application necessary directions were issued on 14.10.2022. In the order dated 14.10.2022, the meetings of its Secured Creditors, Unsecured Creditors of Applicant Company No. 1 and Equity Shareholders and unsecured creditor of Applicant Company No. 2. were dispensed with for the reasons mentioned in the aforesaid order. It is further directed to convene the meeting of Equity Shareholders of the Applicant Company No. 1 and Secured Creditor of Applicant Company No. 2 on 03.12.2022 4. In compliance of the directions issued by this Tribunal, the Chairperson, Alternate Chairperson and Scrutinizer were also appointed and they have filed their reports which are as under:- Sr. No. Meeting of Chairpersons /Alternate Chairperson/Scrutinizer Chairpers....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ories of the petitioner companies by diary No. 03210/6 dated 27.04.2023. 8. In response to the abovementioned notices, the statutory authorities have furnished their Reports as under: 8.1 Registrar of Companies (ROC)/Regional Director (RD) 8.1.1 The Regional Director (RD) has submitted its report along with the report of Registrar of Companies (ROC) by Diary No. 03210/4 dated 02.05.2023. Para 10 of the report of Regional Director has set out certain observations as made in Clause 28 of the RoC report dated 22.03.2023 with regard to the fees payable by Transferee Company on its authorized capital subsequent to the amalgamation. The Registrar of Companies has also made certain comments on the investments of Transferor Company and financial statements 8.1.2 In response to the aforesaid observation made by the RD, the Petitioner Companies have filed an affidavit by Diary No. 03210/7 dated 28.04.2023 wherein it has been undertaken that the Transferee Company shall pay the fees after the setting off the fees paid on Authorized Share Capital of the Transferor Company after the sanction of the present scheme and comply with the provisions of Sec 232(3)(i) of the Companies Act, ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....oner companies have also served notices to Bombay Stock Exchange Limited (B.S.E.), National Stock Exchange of India Limited (NSE) and Securities and Exchange Board of India (SEBI) and Copies of notices served are attached as Annexure- G, H & I of Diary No. 03210/5 dated 27.04.2023. However, there is no reply from the concerned authorities till now. Considering the lapse of time in the matter, it is presumed that there is no objection to the proposed Scheme of Arrangement. 10. The certificate of the Statutory Auditors with respect to the Scheme between Petitioner Companies to the effect that the accounting treatment proposed in the Scheme is in compliance with applicable Indian Accounting Standards (Ind AS) as specified in Section 133 of the Act, read with rules thereunder and other Generally Accepted Accounting Principles is attached as Annexure -C2 of the petition. 11. We have heard the learned Counsel for Petitioner Companies and learned Senior Standing Counsel for the Income Tax Department and others and have perused the records carefully. 12. In the context of the above discussion, the proposed Scheme contemplated between the Petitioner Companies, appears to be prima f....
X X X X Extracts X X X X
X X X X Extracts X X X X
....associated obligations, stand transferred to and be available to the Transferee Company as if the Transferee Company was originally entitled to all such benefits, entitlements, incentives and concessions; iv. All contracts of the Transferor Company which are subsisting or having effect immediately before the Effective Date, shall stand transferred to and vested in the Transferee Company and be in full force and effect in favour of the Transferee Company and may be enforced by or against it as fully and effectually as if, instead of the Transferor Companies, the Transferee Company had been a party or beneficiary or obliged thereto; v. That the employees of the Transferor Company shall be transferred to the Transferee Company in terms of the 'Scheme'; vi. That the Appointed Date for the scheme shall be 01.04.2022 as specified in the scheme; vii. That the proceedings, if any, now pending by or against the Transferor Company be continued by or against the Transferee Company; viii. That the assessment under the Income Tax Act will be in accordance with the provisions of Section 170 (2A) of the Income Tax Act, 1961; ix. That t....