2014 (6) TMI 1096

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.... Pfister India Limited, Transferor Company with FLSmidth Private Limited, Transferee Company and their respective shareholders. 3. The Counsel for the Petitioner submit that the Petitioner Company is engaged in the business of manufacturing wide range of Industrial Weighing equipment and Batching systems. 4. The rationale for the merger is that Petitioner Company is a wholly owned subsidiary of the Transferee Company therefore Consolidation of the Petitioner Company with the Transferee Company by way of amalgamation would provide significant impetus to the development and growth of the consolidated business in one entity. Further, the amalgamation would result in Consolidation and simplification of the Group structure, elimination of ....

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....t as stated in paragraph 6 of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of the shareholders and public. In paragraph 6(a) and (b) of the Affidavit, it is stated as under: (a) The deponent further respectfully submits that, the Tax issues arising out of this scheme is subject to final decision of the Income Tax Authorities. The approval of the scheme by this Hon'ble High Court may not deter the Income Tax Authority to scrutinize the tax returns filed by the companies after giving effect to amalgamation. The decision of the Income Tax Authority is binding on the Petitioner Company. (b) Clause 3.5 of the Scheme provides for Modification of the Scheme wherein the Board Directors of the T....

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....er Company may be ordered to be dissolved by this Court. 13. One of the Unsecured creditor of the Petitioner Messers Advance Steel Manufacturing Company has filed an Affidavit dated 4th April 2014 objecting to the proposed Scheme on ground that their dues have not been paid. The learned Counsel for the Petitioner submits that the claim of the said objecting Creditor is disputed and cannot be subject matter of adjudication in the present proceeding. The Scheme does not affect the rights of any of the creditors as there is no Compromise or Arrangement with any of the Creditors. It will be open to the Unsecured Creditor to pursue legal remedies as may be advised for recovery of their dues and that the Transferee Company shall abide by the o....