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Case Laws
Showing 201 to 220 of 1477 Records
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2016 (4) TMI 1278
Penalty u/s 76, 77 and 78 - delayed payment of service tax - Foreign Commission Agents - reverse charge mechanism - Held that: - similar issue decided in appellant's own case for the earlier period on similar issue M/s. RSWM Ltd. Versus CCE, Jaipur-II [2016 (11) TMI 1363 - CESTAT NEW DELHI], where it was held that in absence of any malafide on the part of the appellant, the imposition of penalty upon them is not justifiable - by invoking section 80, penalty is thus set aside - appeal allowed - decided in favor of appellant.
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2016 (4) TMI 1277
Scheme of Arrangement - Held that:- As submitted that the proposed reduction of the Preference Share Capital of the Applicant Company is consequential by operation of law and is proposed as an integral part of the proposed Scheme of Arrangement. Further, the proposed reduction does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paidup share capital and the order of the Court sanctioning the Scheme shall be deemed to be an order under Section 102 of the Companies Act 1956, confirming the reduction.
In view of the same, dispensation is sought from the procedure prescribed under Section 101(2) of the Companies Act and under Rules 48 to 65 is sought and Considering the facts and circumstances, the same is hereby granted.
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2016 (4) TMI 1276
Scheme of Arrangement in the nature of Amalgamation - Held that:- As submitted that all the Equity Shareholders and Unsecured Creditors of the Applicant Company as on date have approved the Scheme in the form of written consent letters. All these consent letters are annexed with the Application as Exhibit‘ D’ and ‘E’ respectively. There are no Secured Creditors of the Applicant Company. The certificates confirming the status of the Shareholders and Creditors as well as the receipt of the consent letters from all the Shareholders and Unsecured Creditors are annexed collectively as Exhibit‘ F’. In view of the same, dispensation is sought from convening the meetings of the Equity Shareholders and Unsecured Creditors of the Applicant Company and considering the facts, circumstances and the submissions advanced, the same is hereby granted.
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2016 (4) TMI 1275
Dispensation of meeting - scheme of arrangement - Held that: - all the Equity Shareholders, sole Unsecured Loan Creditor and sole Unsecured Trade Creditor of the applicant Company have approved the Scheme in the form of written consent letters - There are no Secured Creditors of the applicant Company, as on date - all necessary certificates have been annexed - meeting dispensed with - petition allowed.
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2016 (4) TMI 1274
TDS u/s 194C - whether there was an obligation on the part of respondent society to deduct tax at source in respect of amount paid by the respondent society to the developer viz. Lakshman? - Held that:- On perusal of the said agreement, it is clear that the payment were made as per the stage of completion of work contract but the contract is only for purchase of developed sites as evidenced by sale deeds.
We find that identical clauses are found in the sale deeds executed by the developer in favour of members of society in this case also. The fact that the payments are made as per stage of completion of work, doesn’t have impact on the true nature of contract entered into. Respectfully following the decision of the Coordinate Bench in the case of Kautilya House Bldg [2016 (4) TMI 1269 - ITAT BANGALORE]. Co-operative Society Ltd., to which one of us i.e Hon’ble Accountant Member is author of the order, we hold that the respondent society is not under obligation to deduct tax at source on the payment made to the developer. Accordingly, we do not find any reason to interfere with the orders of the CIT(A), hence the appeal filed by the Revenue is dismissed.
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2016 (4) TMI 1273
Scheme of demerger - Held that:- (i) The petition is admitted.
(ii) The same shall be posted for final hearing on June 15th, 2016.
(iii) Notice of the petition to be published in the Gujarati daily newspaper “Jai Hind”, Ahmedabad edition and the English daily newspaper “Indian Express”, Ahmedabad edition.
(iv) There shall be notice to the Central Government in compliance of Section 394(A) of the Companies Act, 1956, through the Regional Director, North Western Region, Ministry of Corporate Affairs, ROC Bhavan, Rupal Park, Ahmedabad.
(v) There shall be notice to the Official Liquidator as per Section 394(1) of the Companies Act, 1956.
(vi) The notice in the Government Gazette is dispensed with.
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2016 (4) TMI 1272
Scheme of Amalgamation - dispensing with the meeting of the Equity Shareholders and Unsecured Creditors of the applicant-Company - Held that:- Having heard Mr.Pahwa, learned advocate for the applicant and considering the fact that all the Equity Shareholders and Unsecured Creditor of the applicant company have given their consent in writing as required under Section 391( 2) of the Act, to the proposed Scheme of Amalgamation, the meetings of the Equity Shareholders and Unsecured Creditor of the applicant company are ordered to be dispensed with.
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2016 (4) TMI 1271
Disallowance u/s 14A - Held that:- The Revenue has not disputed the fact that during the year under consideration, the assessee has no exempt income and, therefore, hold that no disallowance u/s 14A can be made where there is no exempt income. In view of the above, the assessee’s appeals for all the years are allowed and the Revenue’s appeal is dismissed. See Cheminvest Ltd. Vs. ITO [2009 (8) TMI 126 - ITAT DELHI-B].
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2016 (4) TMI 1270
Delay in filing appeal - condonation of delay - Penalty u/s 271(1)(c) - Held that:- The assessee could not brought on record any evidence or reasons to demonstrate that she was prevented by inevitable circumstances or there was a sufficient cause for not filing the appeal in time, which is late by 613 days. It is a settled principle of law that provisions relating to specified period of limitation must be applied with their rigour and effective consequences. In the instant case, we are not satisfied that there had been diligence on the part of the assessee and she was guilty of negligence whatsoever. In our opinion, party guilty of negligence cannot ask for condonation of delay of about 613 days in filing the appeal before the Tribunal. Thus, considering the entire facts and circumstances of the present case, we are of the opinion that it is not a fit case where inordinate delay of 613 days in filing the appeal should be condoned. Accordingly, we decline to condone the delay in filing the appeal and, as such, the appeal is dismissed. At this stage, we may also add here that we do not think it necessary to discuss the merits of the case. Appeal dismissed.
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2016 (4) TMI 1269
TDS u/s 194C - payments made by the respondent-co-operative society to Shri Lakshman stated to have been paid to acquire lands - whether are in the nature of payment made for any work contract or consideration paid for purchase of sites? - Held that:- A perusal of the clauses reveals that it is a case of sale of developed sites of the developer to individual members of the cooperative society. The society was only acting as a facilitator. Therefore, it does not involve any works contract. It is a case of sale of plots to members of society. In such circumstances, it is settled law by now that the provisions of sec.194C are not applicable. We do not find any reason to interfere with the orders of the CIT(A) and accordingly, uphold the same. - Decided against revenue
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2016 (4) TMI 1268
Scheme of arrangement - dispensing with the meeting of the Equity Shareholders, Preference Shareholders, Secured and Unsecured Creditors of the Applicant Transferor Company - Held that:- a. The meeting of the Equity Shareholders of the Applicant Transferor Company 3 is dispensed with, in view of the consent letters of all the Equity shareholders and Chartered Accountant’s certificate certifying the list of Equity Shareholders.
b. The meeting of the Preference Shareholders of the Applicant Transferor Company 3 is dispensed with, in view of the consent letters of all the Preference Shareholders and Chartered Accountant’s certificate certifying the list of Preference Shareholders.
c. The meeting of the Secured Creditors of the Applicant Transferor Company 3 is dispensed with, in view of the fact that there are no Secured Creditors.
d. The meeting of the Unsecured Creditors of the Applicant Transferor Company 3 is dispensed with, in view of the fact that the rights and interest of the Unsecured Creditors are not affected by the proposed Scheme of Arrangement and no compromise or arrangement is offered to the Unsecured Creditors.
e. Publication of notice in the Official Gazette is ordered to be dispensed with.
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2016 (4) TMI 1267
Scheme of Arrangement - dispensing with the meeting of the Equity Shareholders, Secured and Unsecured Creditors of the Applicant Transferor Company 4 - Held that:- a. The meeting of the Equity Shareholders of the Applicant Transferor Company 4 is dispensed with, in view of the consent letters of all the Equity shareholders and Chartered Accountant’s certificate certifying the list of Equity Shareholders.
b. The meeting of the Preference Shareholders of the Applicant Transferor Company 4 is dispensed with, in view of the consent letters of all the Preference Shareholders and Chartered Accountant’s certificate certifying the list of Preference Shareholders.
c. The meeting of the Secured Creditors of the Applicant Transferor Company 4 is dispensed with in view of the fact that there are no Secured Creditors.
d. The meeting of the Unsecured Creditors of the Applicant Transferor Company 4 is dispensed with in view of the fact that the rights and interest of the Unsecured Creditors are not affected by the proposed Scheme of Arrangement and no compromise or arrangement is offered to the Unsecured Creditors.
e. Publication of notice in the Official Gazette is ordered to be dispensed with.
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2016 (4) TMI 1266
Scheme of Arrangement - dispensing with the meeting of the Equity Shareholders, Secured and Unsecured Creditors of the Applicant Transferor Company 5 - Held that:- a. The meeting of the Equity Shareholders of the Applicant Transferor Company 5 is dispensed with, in view of the consent letters of all the Equity shareholders and Chartered Accountant’s certificate certifying the list of Equity Shareholders.
b. The meeting of the Secured Creditors of the Applicant Transferor Company 5 is dispensed with, in view of the fact that there are no Secured Creditors.
c. The meeting of the Unsecured Creditors of the Applicant Transferor Company 5 is dispensed with, in view of the fact that the rights and interest of the Unsecured Creditor are not affected by the proposed Scheme of Arrangement and no compromise or arrangement is offered to the Unsecured Creditors.
d. Publication of notice in the Official Gazette is ordered to be dispensed with.
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2016 (4) TMI 1265
Scheme of Arrangement - dispensing with the meeting of the Equity Shareholders, Secured and Unsecured Creditors of the Applicant Transferor Company 6 - Held that:- a. The meeting of the Equity Shareholders of the Applicant Transferor Company 6 is dispensed with, in view of the consent letters of all the Equity shareholders and Chartered Accountant’s certificate certifying the list of Equity Shareholders.
b. The meeting of the Secured Creditors of the Applicant Transferor Company 6 is dispensed with, in view of the fact that there are no Secured Creditors.
c. The meeting of the Unsecured Creditors of the Applicant Transferor Company 6 is dispensed with, in view of the fact that the rights and interest of the Unsecured Creditor are not affected by the proposed Scheme of Arrangement and no compromise or arrangement is offered to the Unsecured Creditors.
d. Publication of notice in the Official Gazette is ordered to be dispensed with.
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2016 (4) TMI 1264
Scheme of Arrangement - dispensing with the meeting of the Equity Shareholders, Secured and Unsecured Creditors of the Applicant Transferor Company 7 - Held that:- a. The meeting of the Equity Shareholders of the Applicant Transferor Company 7 is dispensed with in view of the consent letters of all the Equity shareholders and Chartered Accountant’s certificate certifying the list of Equity Shareholders.
b. The meeting of the Preference Shareholders of the Applicant Transferor Company 7 is dispensed with in view of the consent letters of all the Preference Shareholders and Chartered Accountant’s certificate certifying the list of Preference Shareholders.
c. The meeting of the Secured Creditors of the Applicant Transferor Company 7 is dispensed with in view of the fact that there are no Secured Creditors.
d. The meeting of the Unsecured Creditors of the Applicant Transferor Company 7 is dispensed with in view of the fact that the rights and interest of the Unsecured Creditors are not affected by the proposed Scheme of Arrangement and no compromise or arrangement is offered to the Unsecured Creditors.
e. Publication of notice in the Official Gazette is ordered to be dispensed with.
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2016 (4) TMI 1263
Scheme of arrangement - dispensing with the meeting of the Equity Shareholders, Secured and Unsecured Creditors of the Applicant Transferee Company - Separate procedure under Sections100 to 103 of the Companies Act, 1956, is dispensed with. Publication of notice in the Official Gazette is ordered to be dispensed with.
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2016 (4) TMI 1262
Scheme of Demerger - resulting Company, seeking dispensation of the meetings of the Shareholders and Unsecured Creditors of the applicant Company (there being no Secured Creditors) - Held that:- Considering the consent letters of the Shareholders and Unsecured Creditors and considering the certificate of the Chartered Accountant, annexed with the application, the meetings of the Shareholders and Unsecured Creditors of the applicant Company, for considering the proposed Scheme of Demerger, are dispensed with and so also the advertisement in the newspaper and Publication in Government Gazette are dispensed with.
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2016 (4) TMI 1261
Levy of penalty under section 271(1)(c) - Held that:- The finding of the Assessing Officer in the penalty order are incorrect in the sense that Assessing Officer has recorded his satisfaction in the penalty order that assessee has failed to produce documentary evidence to substantiate its claim because assessee furnished/produced documentary evidence as noted above in support of its claim of sale of shares at ₹ 10/- per share to the share broker and the documentary evidences filed by the assessee have been corroborated by the information provided by the company under section 133(6) of the Act to the Assessing Officer directly.
Therefore, it is not a case where the assessee has failed to produce documentary evidence to substantiate its claim. The Assessing Officer levied the penalty because the explanation of the assessee was not acceptable to the Assessing Officer. Therefore, Explanation-I to Section 271(1)(c) would not apply in the case of the assessee because the explanation of the assessee was bonafide and was substantiated through documentary evidence and explanation of the assessee was not found to be bogus or false. Since assessee disclosed complete facts in the return of income therefore, there cannot be filing of inaccurate particulars of income. We are of the view that even if the quantum addition have been confirmed upto the stage of Hon'ble High Court, however, it is not fit case of levy of penalty under section 271(1)(c) - Decided in favour of assessee.
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2016 (4) TMI 1260
Issues:
1. Amendment to record certificate from Chartered Accountant confirming no Secured Creditors.
2. Dispensation of meeting of Equity Shareholders and convening meeting of Unsecured Creditors.
Issue 1: Amendment to Record Certificate from Chartered Accountant
The judgment begins with an application seeking leave to amend the record to include a certificate from a Chartered Accountant confirming the absence of Secured Creditors of the Applicant Company. The certificate was inadvertently omitted but is crucial for the proceedings. The court grants leave to place the certificate on record during the day.
Issue 2: Dispensation of Meeting of Equity Shareholders and Convening Meeting of Unsecured Creditors
The application filed by the Applicant Demerged company requests dispensation of the meeting of Equity Shareholders and directions for convening the meeting of Unsecured Creditors. The Equity Shareholders have already approved the Scheme through written consent letters, which are annexed with the application. The court, considering the circumstances, grants dispensation from convening the Equity Shareholders' meeting. However, it orders the convening of a meeting of Unsecured Creditors to obtain their approval for the proposed Scheme.
The court directs that the meeting of Unsecured Creditors be held at a specified location in Gujarat. Notices, including the Scheme of Arrangement and Form of Proxy, are to be sent to each Unsecured Creditor at their last known address at least 21 days before the meeting. Additionally, the notice of the meeting is to be published in specified newspapers. The Chairman for the meeting is designated, with provisions for adjournments and decision-making powers as per the Articles of Association and relevant rules.
Furthermore, the judgment outlines the quorum for the meeting, allowing voting by proxy if the prescribed form is duly filed. The value of each Unsecured Creditor's vote is to be determined based on the company's records, with the Chairman having the final decision in case of disputes. The Chairman is required to report the meeting's results to the Court within 14 days of its conclusion, verified by affidavit.
In conclusion, the application is disposed of after addressing the issues raised regarding the dispensation of the Equity Shareholders' meeting and the convening of the Unsecured Creditors' meeting, ensuring compliance with legal procedures under the Companies Act, 1956.
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2016 (4) TMI 1259
Issues:
1. Dispensation of meeting of Equity Shareholders
2. Directions for convening separate meetings of Secured Creditors and Unsecured Creditors
Analysis:
1. Dispensation of meeting of Equity Shareholders:
The Applicant, Vadinar Ports & Terminals Limited, filed an application seeking dispensation of the meeting of Equity Shareholders as part of a proposed Composite Scheme of Arrangement involving several companies. The application stated that all Equity Shareholders had given their approval to the Scheme through consent letters and a certificate from a Chartered Accountant confirming the same was provided. The Court granted dispensation of the meeting of Equity Shareholders based on the approvals received.
2. Directions for convening separate meetings of Secured Creditors and Unsecured Creditors:
The Applicant also requested directions for convening separate meetings of Secured Creditors and Unsecured Creditors to obtain their approval for the proposed Scheme. The Court ordered that separate meetings of the Unsecured Creditors and Secured Creditors shall be held at a specified location in Gujarat. Notices for the meetings, along with the Scheme of Arrangement and other relevant documents, were to be sent to the Creditors at least 21 days before the meetings. The Court specified the quorum for the meetings, permitted voting by proxy, and directed the Chairman of the meetings to report the results to the Court within 14 days of the conclusion of the meetings.
Additionally, the Court granted permission for the Applicant to move the substantive petition seeking Court sanction during the High Court vacation due to commercial reasons with substantial long-term repercussions. The application was disposed of after considering all submissions.
This detailed analysis outlines the key aspects of the judgment, including the dispensation of the Equity Shareholders' meeting and the directions issued for convening separate meetings of Secured and Unsecured Creditors, ensuring compliance with the Companies Act and procedural requirements for the proposed Scheme of Arrangement.
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