TaxTMI 
TaxTMI 
2017 (12) TMI 1899
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....ules. 2. Petitioner-Companies filed first motion petition in CA (CAA) No.15(Pb)/2017 for calling and convening of the meetings and dispensing with the meeting of the equity shareholders of the Transferor Company. All the 19 equity shareholders of the Transferor Company having consented to the Scheme on affidavit, their meeting was dispensed with. Meetings of the secured and unsecured creditors as on 31.03.2017 of Transferor Company was directed to be called on 22.07.2017. The meetings of equity shareholders, secured and unsecured creditors as on 31.03.2017 of the Transferee Company was directed to be called and convened. The meeting of equity shareholders was fixed for 22.07.2017 and for secured and unsecured creditors for 23.07.2017. It was further directed that meeting in respect of unsecured creditors of the Transferor Company relating to the Trade depositors who had deposited security for dealership beyond Rs.25,000/- was also to be held along with meeting of the unsecured creditors. The necessary quorum of the meetings was also fixed. 3. The Chairperson, Alternate Chairperson and Scrutinizer were appointed. The Chairperson furnished reports dated 28.07.2017 of each meeti....
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....is a listed company. Along with the compliance affidavit of authorised representatives of the companies dated 06.07.2017, copies of individual notices sent as well as copies of e-mail attaching notices, postal receipts and notice of meeting published on the website of the company as directed were also filed. Newspaper publications of the advertisement as directed were also attached. It was also stated in the said affidavit that the Transferee Company also sent notices to BSE, NSE where the shares of the Transferee Company are listed. It was further stated that notices were sent to the statutory authorities i.e., Central Government through the Regional Director, Norther Region, Ministry of Corporate Affairs; Registrar of Companies; Commissioner of Income Tax; RBI; SEBI; the Competition Commission of India and the Official Liquidator to comply with the directions issued by this Tribunal in the order dated 31.05.2017. 8. As directed vide the order dated 25.08.2017 affidavit of compliance dated 23.09.2017 of Mr.Mukesh Tripathi, authorised representative of the petitioner-companies along with documents has been filed. Along with this affidavit the postal receipt showing the dispatch ....
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....ven Hundred Eighty-Two) equity shares of face value of Rs.10/- (Rupees Ten) each in P-2 company for every 10,000 (Ten Thousand) equity shares of face value of Rs.10/- (Rupees Ten) each held by them in P-1 company. On the basis of this valuation report the provision has been made in the Scheme in paragraph 1.1 of Part III. 16. The Scheme also takes care of the interests of the employees for which a detailed reference was made in paragraph 25 of the order dated 31.05.2017. From the relevant clauses of the Scheme there seems to be no adverse impact on the service conditions of the employees of the Transferor Company. 17. Annexure 3 (colly) is attached as the certificate dated 11.08.2017 of M/s Ashok Kumar Goyal & Co. Chartered Accountants, the Auditors of the Transferor Company and also a certificate from M/s. Sastry K.Anandam & Co. LLP dated 10.08.2017 in respect of Transferee Company filed with the affidavit dated 23.09.2017 stating therein that the accounting treatment provided in the Scheme is in compliance with the Accounting Standards notified under Section 133 of the Companies Act, 2013 and other Generally Accepted Accounting Principles in order to fulfil the requirement ....
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.... by or against Transferor Company pending in any court or before any authority, judicial, quasi-judicial or administrative, any adjudicating authority and/or arising after the Appointed Date and relating to Transferor Company or its respective properties, assets, liabilities, duties and obligations shall be continued and/or enforced until the Effective Date by or against Transferor Company; and from the Effective Date, shall be continued and enforced by or against Transferee Company in the same manner and to the same extent as would or might have been continued and enforced by or against Transferor Company. b. If any suit, appeal or other proceedings or whatever nature by or against Transferor Company be pending, the same shall not abate, be discontinued or be in any way be prejudicially affected by reason of the transfer of the Transferor Company business and undertakings or of anything contained in this scheme but the proceedings may be continued, prosecuted and enforced by or against Transferee Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against Transferor Company as if this Scheme had not bee....
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....order in any way granting exemption from payment of any stamp duty, taxes or any other charges, if any, and payment in accordance with law or in respect of any permission/compliance with any other requirement which may be specifically required under any law. THIS TRIBUNAL DO FURTHER ORDER i) That all the property, rights and powers of the Transferor Company be transferred without further act or deed to the Transferee Company and accordingly the same shall pursuant to section 230- 232 of the Act, be transferred to and vested in the Transferee Company for all the estate and interest of the Transferor Company therein but subject nevertheless to all the charges now effecting the same; and ii) That all the liabilities 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 230-232 of the Act, and become liabilities and duties of the Transferee Company; and iii) That all the employees of the Transferor Company shall be transferred to the Transferee Company in terms of the Scheme; and iv) That all the proceedings now pending by or against the Tr....