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2016 (3) TMI 788 - HC - Companies LawScheme of amalgamation - Held that:- From the affidavit submitted by the Regional Director and the report of the Official Liquidator, on notice being sent to them of the second motion under Sections 391 and 394 of the Act of 1956, it is quite apparent that no ground for denying the scheme of amalgamation is made out in the present case. The issue of Income Tax clearance, is a matter which does not directly flow from the language of section 391 of the Act of 1956. Income Tax liability is a matter distinct from manner of carrying out of business. Income Tax liability would hold as per law both for the period prior to the sanction of the scheme and thereafter. Further, the petitioner companies, as per their undertaking in rejoinder to reply Affidavit of the Regional Director, would be under an obligation to make compliance with the Income Tax Act, 1961 in the matter. They have also undertaken to seek compounding of procedural irregularities/ defaults under the Companies Act, 1956, if required, in accordance with law. Having examined the Scheme of Amalgamation, this Court finds nothing prejudicial to the interest of creditors, members of both the Transferor and Transferee Company or to public interest, in the event the scheme is sanctioned. The required procedures for initiating a merger and seeking sanction thereof from the Company court have been followed.
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