AI OCR 
TaxTMI 
TaxTMI 
TaxTMI 
2022 (12) TMI 1588
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....ror Company No. 4, and Padmika Infradevelopers Limited, being the Petitioner/Transferor Company No. 5 with Shree Ramchandra Ingot India Private Limited, Petitioner Company No. 6/Transferee Company whereby and whereunder the Transferor Companies are proposed to be amalgamated with the Transferee Company from the Appointed Date, viz. 1st April 2021 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation ("Scheme"). 2. This Petition has now come up for a final hearing. Ld. Authorised Representative for the Applicants submits as follows: - (a) The Scheme was approved unanimously by the respective Board of Directors of the Petitioner Companies at their meetings held on 18th February 2022. (b) The circumstances which justify and/or have necessitated the Scheme and the benefits of the same are, inter alia, as follows: - i. The present scheme is proposed to amalgamate the Transferor Companies with the Transferee Company to integrate the fields of activities of the companies, for improving overall business efficiency and to streamline the administration of the Companies. The Scheme will be complimentary to the companies for their....
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....onsequently, the Petitioners presented the instant petition for sanction of the Scheme. By an order dated 26th July 2022 the instant petition was admitted by this Tribunal and fixed for final hearing on 25th August 2022 upon issuance of further notices to the Statutory Authorities and advertisement of date of hearing. In compliance with the said order dated 26th July 2022, the Petitioner Companies have duly served such notices through Hand Delivery and Email on 4th August 2022 on the (i) Regional Director (Eastern Region), Ministry of Corporate Affairs, Kolkata; (ii) Official Liquidator, High Court at Kolkata ; through Speed Post and Email on 4th August 2022 on the (iii) The Registrar of Companies, West Bengal; (iv) Competition Commission of India; through Hand Delivery on 4th August 2022 and Email on 5th August 2022 on the (v) Income Tax Assessing Officer DCIT, Central Circle- 1, Patna; (vi) Income Tax Assessing Officer ward 8(1); (vii) Income Tax Assessing Officer ward 6(2); (viii) Income Tax Assessing Officer ward 5(1); (ix) Income Tax Assessing Officer ward 2(1); (x) DCIT Circle No.1(1); (xi) The Chief Commissioner of Income Tax-1 and (xii) The Commissioner of Income, Central C....
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.... of RD affidavit: - That it is submitted that as per available record, it appears that no complaint and/or representation has been received against the proposed Scheme of Amalgamation. The petitioner companies are also up-dated in filing their statutory returns for the financial year 31/03/2021. Paragraph No. 5 of Rejoinder With reference to paragraph 2(a) of the said reply, since statements made in the said paragraph are general statements, hence, no comment to offer. b. Paragraph No. 2(b) of RD affidavit: - The Petitioner Companies should be directed to provide list/details of Assets, if any, to be transferred from the Transferor Companies to the Transferee Company upon sanctioning of the proposed Scheme. Paragraph No. 6 of Rejoinder With reference to paragraph 2(b) of the said reply, we hereby undertake that the list/details of the assets, if any, to be transferred from the Transferor Companies shall be submitted with upon sanctioning of the proposed Scheme. c. Paragraph No. 2(c) of RD affidavit: - That the Petitioner company should undertake to comply with the provisions of section 232(3)(i) of the Compa....
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....thing contained in this Scheme, but the said suit, appeal or other legal proceedings shall be continued, prosecuted and enforced by or against the 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 the Transferor Companies as if this Scheme had not been made. g. Paragraph No. 2(g) of RD affidavit: - It is submitted that as per instructions of the Ministry of Corporate Affairs, New Delhi, a copy of the scheme was forwarded to the Income Tax Department on 27/05/2022 for their views/ observation in the matter but the same is still awaited. Paragraph No. 11 of Rejoinder With reference to paragraph 2(g) of the said reply, since statements made in the said paragraph are general statements, hence, no comment to offer. 13. The Assistant Commissioner of Income Tax, Circle -1, Patna, has filed an affidavit dated 29th September 2022 ("IT Affidavit") and concluded as under: - a. Paragraph No.3 of IT Affidavit: - That as per the report of the Income Tax department it is stated that the total demand of Rs. 15,95,762/- is outstanding against the petiti....
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....bunal with appointed date fixed as 1st April 2021 and shall be binding on (i) Bhupati Vinimay Private Limited, (ii)Jyani Dealer Private Limited, (iii)Jyani Agencies Private Limited, (iv)Mangonel Exim Limited and (v) Padmika Infradevelopers Limited (herein referred to as Transferor Company) and Shree Ramchandra Ingot India Private Limited (herein referred to as Transferee Company) and their Shareholders and all concerned; (b) All the property, rights and interests of the Transferor Company including those described in the be transferred to and vested in without further act or deed in Transferee Company and accordingly the same shall pursuant to Section 230-232 of the Companies act, 2013 and read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 be transferred to and vested in the Transferee Company for all the estate and interest of the Transferor Companies but subject nevertheless to all charges, now affecting the same as provided in the Scheme; (c) All the liabilities, duties and obligations of the Transferor Company be transferred from the said Appointed Date, without further act or deed to the Transferee Company and, accordingly, the same ....