Subscription   Feedback   New User   Login      
Tax Management India .com
TMI - Tax Management India. Com
Articles Highlights TMI Notes SMS News Newsletters Calendar Imp. Links Database Experts Contact us More....
Extracts
Home List
← Previous Next →

In Re : Arvind Green Infra Private Limited, Aniruth Green India Private Limited, Aadhav Energy Tech Private Limited, Apsara Power India Private Limited

Sanction of scheme of demerger - Held that:- No objectionable feature in the Scheme detrimental to the interest of the employees of the Transferor/Demerged Company or of the Transferee/Resulting Companies. Further, the Scheme is fair, just, sound and is not against any public policy or public interest. That apart, no proceedings are pending under sections 235 to 251 of the Companies Act, 1956. Further, all the statutory provisions have been complied with.

In fine, there shall be an or .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ion 391 to 394 of the Companies Act, 1956 were duly complied with. Hence, the Scheme of Arrangement for Demerger proposed by the petitioners is approved and all the four Company Petitions are allowed as prayed for. - Company Petition Nos. 460 to 463 of 2015 - Dated:- 19-1-2016 - S. Manikumar, J. For the Petitioners : Mr. V. Srinivasan ORDER The petitioner in C.P.No.460 of 2015 viz., Arvind Green Infra Private Limited (herein after called as the Petitioner/Transferor/Demerged Company) has come up .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

as per the Scheme Annexure 3, as a going concern; (c). Demerger of the C-Unit business of the petitioner company and transmitting/merging/vesting of the same into the Transferee Company No - 3, viz., Apsara Power India Private Limited, as per the Scheme Annexure 3, as a going concern; (d). Reduction of paid-up preference share capital of the petitioner company from ₹ 7 crores to ₹ 3.85 crores as per the Scheme Annexure 3; with effect from the Appointed Date, viz., 12th September, 20 .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

merged/vested with the Transferee Company No.1, Transferee Company No.2 and Transferee Company No.3, respectively, as a going concern. The consideration for the Demerger and consequent reduction in preference share capital were set out in paragraph 10 of the petition. The scheme of arrangement for demerger had been circulated to all the equity and preference shareholders of the Petitioner Company and all the equity and preference shareholders have given their consent for the said scheme. Copies .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

filed as Annexure 6. The Petitioner Company has 4 long term unsecured creditors. The list of long term unsecured creditors is filed as Annexure 7. They have all given consent/No objection letters for the purpose of approving the said scheme of Arrangement for Demerger which are filed as Annexure 8. The petitioner company has seven equity shareholders. The list of equity shareholders of the petitioner company is filed as Annexure -11. The consent affidavit of the equity shareholders, consenting .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

rs of the Petitioner Company. Hence, the Petitioner/Transferor Company has come up with the present petition in C.P.No.460 of 2015. 3. The petitioner in C.P.No.461 of 2015 viz., Aniruth Green India Private Limited (herein after called as the Petitioner/Transferee Company No.1/Resulting Company No.1) has come up with the said petition praying for sanctioning of a scheme of arrangement for Demerger of the A-Unit business of Arvind Green Infra Private Limited and transmitting/merging/vesting of the .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

tors of the Transferee Company No.1, at its meeting held on 12.09.2015, has approved the scheme of arrangement for demerger, under which, the A Unit business of the Transferor company, namely, Arvind Green Infra Private Limited, is proposed to be transferred/merged/vested with the Transferee Company No.1, viz., Aniruth Green India Private Limited, as a going concern. The scheme of arrangement for demerger had been circulated to all the shareholders of the Transferee Company No.1 and all the shar .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

Accountant Certificate to that effect is filed as Annexure 6. The Transferee Company No.1 has one unsecured creditor (Annexure 7) and the said unsecured creditor has given consent for the said scheme of Arrangement for Demerger which is filed as Annexure 8. The petitioner company has five equity shareholders. The list of equity shareholders of the petitioner company is filed as Annexure - 9. The consent affidavit of the equity shareholders, consenting to the scheme of arrangement for demerger, .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

g for sanctioning of a scheme of arrangement for Demerger of the B-Unit business of Arvind Green Infra Private Limited and transmitting/merging/vesting of the same into the Petitioner/Transferee Company No.2, namely, M/s Aadhav Energy Tech Private Limited, as per the Scheme-Annexure 3, as a going concern, with effect from the Appointed Date, viz., 12th September, 2015. 6. The facts set out by the Transferee Company No.2 in its petition in C.P.No.462 of 2015, in nutshell, are set out here under:- .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ited, as a going concern. The scheme of arrangement for demerger had been circulated to all the shareholders of the Transferee Company No.2 and all the shareholders have given their consent for the said scheme. Copies of the consent affidavits given by them were filed along with the petition. (b) This Court, in Company Application No. 1058 of 2015, by an order dated 14.10.2015, dispensed with the convening and conducting of the meeting of equity shareholders of the Transferee company No.2 and al .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

of the petitioner company is filed as Annexure - 9. The consent affidavit of the equity shareholders, consenting to the scheme of arrangement for demerger, is filed as Annexure 10. The interest of the creditors of the Transferee company No.2 is not affected by virtue of the scheme of arrangement for demerger, rather, it will be beneficial to the equity shareholders. Hence, the Transferee Company No.2 has come up with the Company Petition in C.P.462 of 2015. 7. The petitioner in C.P.No.463 of 201 .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

inted Date, viz., 12th September, 2015. 8. The facts set out by the Transferee Company No.3 in its petition in C.P.No.463 of 2015, in nutshell, are set out here under:- (a) The Transferee Company No.3 was incorporated on 10.9.2015. The main object of the company was set out in paragraph 5 of the Petition. The Board of Directors of the Transferee Company No.3, at its meeting held on 12.09.2015, has approved the scheme of arrangement for demerger, under which, the C Unit business of the Transferor .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

No. 1059 of 2015, by an order dated 14.10.2015, dispensed with the convening and conducting of the meeting of equity shareholders of the Transferee company No.3 and also directed to file a petition for sanction of the scheme of arrangement for demerger. The Transferee Company No.3 has no secured creditor and the Chartered Accountant Certificate to that effect is filed as Annexure 6. The Transferee Company No.3 has one unsecured creditor (Annexure 7) and the said unsecured creditor has given con .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

neficial to the equity shareholders. Hence, the Transferee Company No.3 has come up with the Company Petition in C.P.463 of 2015. 9. Common Affidavit in C.P.Nos. 460 to 463 of 2015 was filed by the Regional Director, Ministry of Corporate Affairs, Chennai on behalf of the Central Government, wherein it is stated that the Scheme protects the interest of all the employees of the of the demerged undertakings of the demerged company. Paragraph Nos.6 and 7 of the said affidavit are re-produced here u .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

 

 

 

 

 

what is new what is new
  ↓     Latest Happenings     ↓  

Article: 20 Things You must know about E Way Bills in GST Law

Article: ‘DUTY DRAWBACK’ CANNOT BE EQUATED WITH ‘REBATE OF DUTY’

Forum: GST on Notional rent

Highlight: Notification regarding GST rate for branded cereal, pulses and flour

News: Notification regarding GST rate for branded cereal, pulses and flour

Highlight: Anti-dumping duty on import of bus/truck tyres from China

Highlight: Cabinet approves Extension of time period of the Scheme "Special Industry Initiative for J&K" (Sll J&K) - Udaan

Highlight: Non-payment of service tax - maintenance and repair charges - appellants had knowingly and deliberately shown the repair charges as job work charges to mislead about their taxability - demand confirmed.

Highlight: BAS - execution of the project of smart card for vehicle registration – implementing the SOC-VRC project - The fact that the Government has outsourced some part of the work and paid certain consideration for such outsourced work, does not make the activity subject to service tax.

Forum: Input tax credit

Forum: Cess paid instead of SGST

Forum: Excise duty credit on finished stock at additional place of business.

Circular: Amendments in Hand Book of Procedures 2015-20 –reg.

News: Cabinet approves Extension of time period of the Scheme "Special Industry Initiative for J&K" (Sll J&K) - Udaan

Highlight: Constitution of National Anti-profiteering Authority (NAA) under GST-reg. - Trade Notice

Highlight: Amendments in Hand Book of Procedures 2015-20 –reg. - Various amendments are made in Chapter-4 of Hand Book of Procedures 2015-2020.

Forum: GST rates on mobile recharge business

Circular: Constitution of National Anti-profiteering Authority (NAA) under GST-reg.

Forum: import purchase

Highlight: Sharing of expenses - BAS - promotion of business of group companies - sharing of expenditure for common facilities cannot be treated as service by one to another in such arrangement.

News: RBI Reference Rate for US $

Article: Credit of unsold stock [Section 140(3)] - Actual Credit as well as Notional Credit - Part-I - GST Transitional provisions

Circular: Certain Clarifications sought on Construction Services provided in the Real Estate Sector – reg.

News: Anti-dumping duty on import of bus/truck tyres from China

News: Fast-track GST refund, else ₹ 65K cr may be stuck: Exporters

Highlight: It is open to the Settlement Commission to use best judgment in arrival of the figure. Nonetheless it has to explain the manner in which the best judgment figure has been arrived at by the Settlement Commission - HC

Highlight: Deemed dividend u/s 2(22)(e) - advances given to societies - in the absence of legal right of the assessee in the said society the amount advanced cannot be treated as deemed income.

Highlight: When electrical installations are treated as plant and machinery the depreciation has to be allowed @ 25% as per provisions contained u/s 32

TMI Note: Capital Gain - transfer of right in the land or transfer of land itself - addition u/s 50C - Harassment to the honest tax payers

Highlight: Option to avail composition scheme under GST by electronically filing an intimation in FORM GST CMP-02 and FORM GST ITC-03 upto 30-9-2017 - See Rule 3(3A)

TMI Note: Does ICDS apply for the purposes of computing exemption u/s 11 to 13.

Highlight: Voluntary Reporting of Estimated Current Income and Advance Tax Liability - CBDT issues draft notification

TMI Note: Certain ICDS provisions are inconsistent with judicial precedents. Whether these judicial precedents would prevail over ICDS.

Highlight: Provisions of ICDS shall prevail w.e.f. AY 2017-18 to the transactional issues dealt therein over earlier judicial pronouncements.

Notification: Levy of anti dumping duty on New/unused pneumatic radial tyres with or without tubes and/or flap of rubber (including tubeless tyres) having normal rim dia code above 16 originating in, or exported from China PR

News: Voluntary Reporting of Estimated Current Income and Advance Tax Liability

TMI Note: In case of conflict between ICDS and other specific provisions of the Income-tax rules, 1962 governing taxation of income like rules 9A, 9B etc. of the Rules, which provisions shall prevail.

TMI Note: Does ICDS apply to computation of Minimum Alternate Tax (MAT) u/s 115JB of the Act or Alternate Minimum Tax (AMT) u/s 115JC of the Act.

TMI Note: Where a term has not been defined under ICDS, nor under the Act, but has different interpretations given to it by the courts in tax cases, and in ICAI Accounting Standards, which interpretation would prevail while interpreting ICDS.

TMI Note: Whether the provisions of ICDS apply to a non-resident who claims the benefit of a double taxation avoidance agreement (DTAA).

TMI Note: In case any of the ICDS provisions is contrary to a circular or press release issued by the CBDT, which would prevail over the other.

TMI Note: ICDS-I requires disclosure of significant accounting policies and other ICDS requires specific disclosures. Where is the taxpayer required to make such disclosures specified in ICDS.

Notification: Income Computation and Disclosure Standards (ICDS) - New ICDS to be effective from AY 2017-18

News: RBI Reference Rate for US $

Highlight: GST - Detention of goods under transport - discrepancy in documents - the statutory provisions provide a mechanism for adjudication following detention of goods including for the provisional release thereof pending adjudication - HC

Highlight: Reassessment - first few paragraphs of the assessment order dealt with objections and disposed of accordingly - Unfortunately, the manner in which the AO has decided the issue is wholly unsustainable in law - HC

Highlight: Business expenditure u/s 37 - liquidated damage - breach of contract terms - Expenditure was not incurred for any purpose which is an offence or which is prohibited by law - cannot be disallowed - HC

Highlight: Valuation - inclusion of reimbursement of expenses - managing participation of clients in certain mela, fairs, promotional activities etc. - They are liable to service tax on the gross amount received - They cannot restrict their tax liability to only agency commission

Highlight: TDS liability - ITAT confirmed the liability - We do not see how it is possible for us to uphold the order of the Tribunal and when it purports to decide two Appeals of the Revenue by single paragraph conclusion - HC

Highlight: Reopening of assessment - sufficiency of material available with the AO to form a belief that income chargeable to tax had escaped assessment - bogus purchases - seller refused to respond - notice would not be interfered with - HC



|| Home || Acts and Rules || Notifications || Circulars || Schedules || Tariff || Forms || Case Laws || Manuals ||

|| About us || Contact us || Disclaimer || Terms of Use || Privacy Policy || TMI Database || Members || Site Map ||

© Taxmanagementindia.com [A unit of MS Knowledge Processing Pvt. Ltd.] All rights reserved.

Go to Mobile Version