TMI Blog2016 (9) TMI 1050X X X X Extracts X X X X X X X X Extracts X X X X ..... r and the report of the Official Liquidator, on notice being sent to them on 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, to my mind, 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. Even otherwise under the circular dated 15-1-2014, non response to the Regional Director's letter is required to be considered as a presumption that the Income Tax D ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... One Marketing Private Limited. Copy of the audited balance sheet as on 31-3-2015 has been annexed as Annexure-2. The transferor company No.2 (Gemini Comestibles Private Limited) having its registered office at L-37, Income Tax Colony Tonk Road, Jaipur was incorporated vide CIN-U5209RJ2009 PTC029773 on 3-9-2009 under the Act of 1956. It has authorised share capital of ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- only. The issued, subscribed and paid up share capital is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. The company is wholly owned subsidiary of the Mindscape One Marketing Private Limited. Copy of the audited balance sheet as on 31-3-2015 has been annexed as Annexure-3. The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ubscribed and paid up share capital is ₹ 2,55,00,000/- divided into 25,50,000 equity shares of ₹ 10/- each. Copy of the audited balance sheet as on 31-3-2015 has been annexed as Annexure-6. Meeting of shareholders and secured creditors of the petitioner companies was dispensed with vide order dated 11-3-2016 in SB Company Application No.64/2016, with liberty to move for second motion seeking sanction/ approval of the scheme of amalgamation after due process. Hence this petition for second motion seeking approval of the scheme of amalgamation (Annexure-8) under consideration. Notice were issued by this court on 20-5-2016 to the Regional Director, North Western Region, Ministry of Corporate Affairs Ahemdabad and the Offic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hat in the process there is no violation of any statutory rule or prejudice to public interest. From the affidavit submitted by the Regional Director and the report of the Official Liquidator, on notice being sent to them on 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, to my mind, 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. Even otherwise un ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
