Subscription   Feedback   New User   Login      
Tax Management India .com
TMI - Tax Management India. Com
Forum Articles Highlights TMI Notes SMS News What's New Calendar Imp. Links Database More...
Extracts
Home List
← Previous Next →

IN RE : ARTISTIQUE CERAMICS PRIVATE LIMITED

Scheme of amalgamation - Held that:- This court is of the view that based on the material on record it can be concluded that the present scheme of arrangement is in the interest of the shareholders and creditors of both the companies as well as in the public interest, therefore, the same deserves to be sanctioned and the same is hereby sanctioned. - COMPANY PETITION NO. 107 of 2016 In COMPANY APPLICATION NO. 56 of 2016 With COMPANY PETITION NO. 108 of 2016 In COMPANY APPLICATION NO. 55 of 2016 - .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

es Act, 1956. 2. It has been submitted that both the companies are engaged in similar commercial activities viz. manufacturing and marketing a wide range of ceramic and glazed tiles. These companies are also engaged in trading as well as export of the said products. The present scheme of arrangement is proposed for synergic benefits arising out of consolidation of activities, integration of resources and reduction in administrative and operative costs. The petitions provide the details of antici .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ssed in Company Application No. 56 of 2016, meeting of the Equity Shareholders of the Transferor Company was dispensed with in light of the consent letters of all the shareholders placed on record. The meetings of the Secured Creditors and Unsecured creditors of the Transferor Company were directed to be convened in order to obtain their approval to the proposed scheme. Pursuant to the directions, issued with regard to the conduct of the meetings, after the due service of individual notices to a .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ed 15th February 2016 passed in Company Application No. 55 of 2016, meeting of the Unsecured Creditors of the Petitioner Transferee Company was dispensed with in light of the substantially high positive net worth of the Transferee Company, as certified by a Chartered Accountant. The contention of the said petitioner company that the rights and interests of the unsecured creditors of the Transferee Company are not prejudicially affected as a result of the proposed scheme was accepted. 6. However, .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

The proposed Scheme of Arrangement was duly approved unanimously i.e. 100% in number and 100% in value at the respective meetings of the Equity Shareholders and secured creditors of the Transferee Company. The result of these meetings had been placed on record in form of Chairman s reports dated 30th March 2016. 7. Further, the attention of the court was drawn to Para 10 of the Petition. It was submitted that the Transferee company was not required to undertake the procedure for the requisite a .....

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 Exhibit F to the said petition. 8. The substantive petitions for the sanction of the scheme were filed by the petitioner companies which were admitted on 7th April 2016. The notice for the hearing of the petitions were duly advertised in Ahmedabad editions of English dailies Indian Express and Financial Express and Gujarati daily Divya Bhaskar dated 20th April 2016. Affidavits dated 28th April 2016 confirm the same. The publication in the Government gazette was dispensed with as directed in t .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

panel. It has been observed by the Official Liquidator that the affairs of the Transferor Company have been conducted within its object clauses and it has not been conducted in any manner prejudicial to the interest of the members or public interest, hence the petitioner transferor company may be dissolved without following the process of winding up. However, the Official Liquidator has sought directions to be issued to preserve the books of accounts, papers and records and not to dispose of th .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

absolved from any of its statutory liability. 10. Notice of the petitions have been served upon the Central Govt. and Mr. Kshitij Amin, learned Central Government Standing Counsel has appeared for Shri Devang Vyas, learned Assistant Solicitor General of India, on behalf of Central Govt. A common affidavit dt. 20th May 2016 has been filed by Mr. Shambhu Kumar Agarwal, the Regional Director, North-Western Region, Ministry of Corporate Affairs, whereby some observations are made. 11. The attention .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

o not require any response. (ii) Vide Para 2(c) of the affidavit, it has been observed by the Regional Director that the Transferee Company, being a listed public limited company, and pursuant to the Observation letters from the Bombay Stock Exchange and National Stock Exchange, issued on 15th January 2016, the Petitioner Company is required to comply with applicable provisions of the SEBI Circulars. In this regard, it has been submitted that the petitioner transferee company has already complie .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ertaking and the Auditor s certificate to the SEBI, copies of which are also placed on record as referred earlier. (iii)The observation of the Regional Director vide Para 2(d) of the affidavit pertains to compliance with FEMA and RBI Guidelines as a small part of the Equity Share Capital of the Transferee Company is held by FIIs/NRIs. In this regard, it has been submitted that the Transferee Company is not required to obtain any prior approval from the said authorities. Moreover, since no shares .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ecifically mention the name or type of Reserves for such treatment and that directions should be issued in this regard. In this connection, it has been pointed out that vide clause 11.1 (a), it has already been specified that the Transferee Company shall account for amalgamation in accordance with Accounting Standard14. Further, the Regional Director has sought an undertaking that reserves so created, if any, shall not be available for distribution of dividend. In this regard, reliance has been .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

e Income Tax Department to invite their objections, if any. Since no response has been received from the said Department in the prescribed time, it can be presumed that there are no objections. Further, the petitioner companies have agreed to comply with the applicable provisions of the Income Tax Act and rules. (vi)It has been further submitted that there are no complaints received by the Registrar of Companies as confirmed by para 2 (g). The Regional Director has vide the observation 2 (h) 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

of Corporate Affairs, do not survive. No directions are required to be issued to the petitioner companies. This court is of the view that based on the material on record it can be concluded that the present scheme of arrangement is in the interest of the shareholders and creditors of both the companies as well as in the public interest, therefore, the same deserves to be sanctioned and the same is hereby sanctioned. Prayers in terms of paragraph 21 (a) of the Co. Petition No. 107 of 2016, and p .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

 

 

 

 

 

  ↓     Latest Happening     ↓  

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.

Forum: Cess paid instead of SGST

News: RBI Reference Rate for US $

Forum: 3B mistake

Forum: Input credit of gst paid on urd

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.

Forum: transfer of shares

Forum: Input tax credit

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

Forum: GST return filing software online | Easy GST compliance management

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

Highlight: Exemption u/s 11 - education activities - transport and hostel facilities surplus cannot be considered as business income of the assessee society

News: Draft Notification for insertion of new rule 39A in the Income-tax Rules, 1962 comments and suggestions-reg.

Highlight: Genuineness of labour wages expenses, embroidery charges, fabrication expenses etc. - getting work done through small workmen who do not have any permanent place of residence - disallowance of ad hoc expenditure deleted.

Highlight: Project import - Since the goods were never used for the purpose for which it was imported, the actual user condition has been violated - Redemption fine and penalty imposed.

Highlight: Penalty u/s 112 (a) - CHA - Lack of due diligence and failure to take more precautions can not, by itself, bring in penal consequences

Highlight: Import of services - GST - The fact that those services were received outside India will not change the fact that the services have been paid for by the beneficiary appellant, who is located in India. - Demand confirmed.

Notification: SEZ for IT/ITES at Madhurwada Village, Visakhapatnam District in the State of Andhra Pradesh - denotified.

Highlight: Merely because payment is received in Indian rupee, it cannot be said that payment against export has not been received in convertible foreign exchange.

Highlight: Merely vehicle numbers was not mentioned on the invoices cannot be the reason to deny Cenvat Credit

Highlight: Extension of time limit for submitting the declaration in FORM GST TRAN-1 under rule 120A of the Central Goods and Service Tax Rules, 2017 - Circular

Circular: Extension of time limit for submitting the declaration in FORM GST TRAN-1 under rule 120A of the Central Goods and Service Tax Rules, 2017



|| 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