TaxTMI 
TaxTMI 
2017 (3) TMI 1977
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....India Limited ("GIL" or "Transferor Company"), a company incorporated under the Act (hereinafter defined) with registered office at Gammon House, Veer Savarkar Marg, Prabhadevi, Mumbai 400 025 and engaged in, inter alia, the business of civil engineering, design and construction of power transmission and distribution, into Transrail Lighting Limited ("TLL" or "Transferee Company"), a company incorporated under the Act with registered office at R:F, 3rd WP Hamilton House, J.N. Heredia Marg, Ballard Estate, Mumbai 400 038 and engaged in, inter alia, the business of designing, manufacturing, installation and supply of engineered galvanized steel monopoles for transmission and distribution of power, street light poles, HI-masts, stadium masts, ....
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....n to all its secured creditors and unsecured creditors (only those unsecured creditors having an outstanding balance of INR 100,000/- and above). 6. The learned counsel for the Petitioner in Company Scheme Petition No. 92 of 2017, states that the Scheme includes reduction of share capital of TLL and the same shall be effected as an integral part of the Scheme and that the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital and that it also does not involve any compromise or arrangement with any creditors of TLL and the procedure prescribed under section 101 (2) of the Companies Act, 1956 was dispensed with as per order dated 27th October, 2016 ....
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.... b. As per existing practice, the Petitioner Companies are required to serve Notice for Scheme of Arrangements to the Income Tax Department for their comments. It is observed that the Company vide letter dated 31.01.2017 has served a copy of the Company Scheme Petition No. 91 and 92 of 2017 along with relevant order etc. However, as on date there is no response from Income Tax Department. Further, the Regional Director has also issued a reminder on 22.03.2017 to respective IT Department. The tax implication if any arising out of the Scheme is subject to the final decision of the Income Tax Authorities. The approval of the Scheme by this Hon'ble Tribunal may not deter the Income Tax Authority to scrutinize the tax return filed by ....
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....shares since on the Scheme becoming effective, there would be a reduction of capital in TLL and thereafter the Company shall have sufficient authorized share capital to facilitate issue of shares under this Scheme. 13. From the material on record, the Scheme appears to be fair, reasonable and is not violative of any provisions of law nor is not contrary to public policy. 14. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition Nos. 91 of 2017 are made absolute in terms of prayer clause (a) of the petition. 15. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition Nos. 92 of 2017 are made absolute in terms of prayer clause (a) and (c) of the petition.....