Home Case Index All Cases Companies Law Companies Law + Tri Companies Law - 2017 (7) TMI Tri This
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2017 (7) TMI 875 - Tri - Companies LawScheme of Amalgamation - Held that:- Transferee Company acquired 99.99% shares in the Petitioner Company and that the Petitioner Company became 100% subsidiary of Transferee Company. We have seen the affidavit / report of the Registrar of Companies Karnataka at Bengaluru. It is specifically stated in the affidavit that a notice was issued to the Income Tax Department but comments / objections were not received from the Income Tax Department. Further Registrar of Companies observed that Transferee Company to file balance sheet, profit and loss account and annual returns for the financial year ended 31.3.2015. The Petitioner Company has filed the balance sheet, profit and loss account and annual returns not only for the year ended 31.3.2015 but also for the year ended 31.3.2016. The Petitioner Company has complied the observations made by Registrar of Companies Karnataka at Bengaluru. However Transferee Company to file balance sheet, profit and loss account and annual returns before scheme is implemented. The Director of Transferor Company by name Jyosthna Shetty filed affidavit stating that Petitioner Company is not governed by any other regulatory authority and no need to give notice and that notices were issued to Regional Director, Official Liquidator, Registrar of Companies and Income Tax Assessing Officer. It is clear that the Petitioner Company is a wholly owned subsidiary of ACI Worldwide Solutions Private Limited the Transferee Company. There is no reorganisation of share capital under the scheme. Thus the scheme can be sanctioned at the instant of Petitioner Company even though no separate application is filed by the Transferee Company since the petition is a transferred petition from Hon'ble High Court. Scheme allowed.
|