TMI Blog2016 (11) TMI 212X X X X Extracts X X X X X X X X Extracts X X X X ..... ny) and the Transferor Company shall be dissolved without being wound up. The Transferor and Transferee Companies shall comply with the provisions of Accounting Standard-14 of Institute of Chartered Accountant of India as has been undertaken. The Scheme of Arrangement and Amalgamation shall be binding on the Petitioner-Transferor and Transferee Companies, their respective Shareholders, Creditors and all concerned. - CP No.17 of 2016 (O&M) - - - Dated:- 18-10-2016 - MR. RAKESH KUMAR JAIN, J. For The Petitioner : Mr.Alok Kumar Jain, Advocate Application is allowed. Affidavits/Undertakings of the Director and Authorised Signatory of Transferor and Transferee Companies are taken on record. CP No.17 of 2016 (O M) This ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cheme except the following averments made therein: - 6. That in response to the office of the Deponent s letter dated 27.6.2016 issued to the Income Tax Department, no comments have been received by the office of the Deponent. 13. That the Deponent is to say that the applicability of Accounting Standard-14 issued by the Institute of Chartered Accountants of India to the instant scheme has not been clearly mentioned in the scheme. Learned counsel for the petitioner-Companies has undertaken that the Transferee Company shall comply with the provisions of Accounting Standard-14 issued by the Institute of Chartered Accountants of India. The Official Liquidator has submitted his report dated 16.09.2016. In his report, he has r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he has failed to pay as per the provisions of Section 271 C of the Income Tax, 1961. In response to this, the reply of the management in verbatim is reproduced below: - The Company paid interim dividend to the shareholders of the company on 15.01.2011 for the financial year 2010- 2011 based on the approval of Board of Directors and also paid the Dividend Distribution Tax @ 15% on 31.07.2011 of Rs. 65,250/-. In this regards, it is also clarified that the powers to approve the payment of interim dividend vest with the Board of Directors. In our opinion, the directors of the company misappropriated the funds of the company to the tune of Rs. 4,35,000/- without approval of shareholders in the AGM, without following the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ties of Rs. 12.36 crores by way of non-disclosure of facts in the notes to accounts of the financial statements to the Statutory Auditors as well as to the members in the AGM s of the Company. In view of the above, we are of the opinion that affairs of the Transferor Company has not been conducted in a manner prejudicial to the interest of the shareholders, public at large, creditors and income tax subject to our above observations on scrutiny of books accounts at point XI of the report. 5. That Anand Sabharwal Associates, Chartered Accountant, has stated in his report that affairs of the Transferor Company has not been conducted in a manner prejudicial to the interest of its members, creditors or to the public interest su ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y calculated the amount payable under Section 115-O of the Income Tax Act, 1961 on the entire dividend paid. The amount of Rs. 26,100/- has been arrived at by charging interest @ 1% per month for delayed period of six months upon the dividend distributed of Rs. 4,35,000/- whereas it should have been calculated on the tax liability of Rs. 65,250/- and the interest liability would work out only to be Rs. 3915 (approx). However it is pertinent to mention here that although no such demand has been ever raised by the Income Tax Department, the deponent undertakes to comply with the statutory requirement in accordance with law. 5. That with regard to the second objection i.e. non-disclosure of the corporate guarantee extended to the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... te Limited (Transferor Company) shall stand vested in Maghan Paper Mills Private Limited (Transferee Company) and the Transferor Company shall be dissolved without being wound up. The Transferor and Transferee Companies shall comply with the provisions of Accounting Standard-14 of Institute of Chartered Accountant of India as has been undertaken. The Scheme of Arrangement and Amalgamation shall be binding on the Petitioner-Transferor and Transferee Companies, their respective Shareholders, Creditors and all concerned. Let formal order of sanction of the Scheme of Arrangement and Amalgamation be drawn in accordance with law and its certified copy be filed with the Registrar of Companies within 30 days from the date of receipt thereof. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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